Agent Of Middle Earth
by Steve993
Summary: After an accident involving a mysterious device Howard located and took from Whitney Frost's lab after stopping her, Peggy, Sousa and Jarvis are whisked away by a portal to Middle Earth. Here they will meet Bilbo Baggins and the Thirteen Dwarves and join them on their quest to reclaim the Lonely Mountain. Set after Season 2 of Agent Carter. Inspired by Avengers of the Ring.
1. Mishaps and Lost

Peggy Carter was walking to her work at the L.A. Strategic Science Reserve. It had been a week since she and Chief Sousa had declared their love for one another in a passionate kiss. However their time together would once again have to wait as Chief Thompson had been mysteriously shot down after their final encounter with Whitney Frost. Though she and Thompson had their differences she was beginning to regret threatening to shoot him that day had she known he'd be shot the same day. She then entered Sousa's office who had just been finished speaking on the phone.

"Chief Sousa good morning. Any leads on Chief Thompson's would be assassins?" Peggy asked

"No. We tried tracing the bullets but there was no source." Sousa said

"Whoever they are they obviously don't want to be found. Would you like Mr. Jarvis and I to conduct our own investigation?" Peggy asked

"Not an option. Look I don't want to lose you. I just got you Peg. I feel this could be an attack on all of us" Sousa said

"I'm a big girl I can handle myself you of all people know that. It could have been Vernon Masters finishing the job but he was just late?" Peggy guessed

Before they could share a kiss an agent walked in "Chief Sousa there's a guy outside. He's actually looking for you Agent Carter he's English or something." the agent said

Peggy smiled at this knowing Jarvis had arrived but for what she was unsure. She gestured Sousa to follow as he followed her outside as they saw Jarvis waiting there with a car.

"Miss Carter and Chief Sousa it's wonderful to see you again." Jarvis said

"I suppose Howard sent you here for a reason Mr. Jarvis? Or were you in the neighbourhood getting a spot of cheese?" Peggy asked

"Butter actually Ana likes it from a special store she's grown to like here. But yes Mr. Stark requests your presence." Jarvis said

"What for exactly Jarvis?" Sousa asked

"I'm not sure Chief Sousa but he said it had something to do with an object he found in Whitney Frost's laboratory" Jarvis said

"You mean to tell me he took something from her lab but didn't tell us?" Peggy asked annoyed

"He knew you'd say no if he asked. Before I could ask him anything he was showing some woman his tools and well I'd rather not imagine the rest." Jarvis said

Peggy rolled her eyes as she got into the car "Come on let's see what Howard has got himself into this time"

"I'll come too" Sousa said as he got into the car and Jarvis drove it off. It's just Stark what's the worst that could happen?

* * *

With Howard a lot could go wrong. Though he was famous and rich he still was wiling to gain more but still do the right thing in the name of science and knowledge. He then called down to Doctor Wilkes who was working on the machine that was hooked up to the device.

"How's it looking Doctor Wilkes?" Howard asked

"It seems to be stable. Are you sure you've got an idea of what this thing is?" Wilkes asked

Before Howard could respond Peggy, Sousa and Jarvis walked in. "Ah Peg and Chief Sousa welcome. Sorry about the mess I didn't exactly have time for spring cleaning before you arrived." Howard said

"Hey Peggy." Jason said smiling at seeing her again. Despite not working out as a couple they still ended things on friendly terms.

"Hello Jason" Peggy said as she was happy to see him again and being satisfied that he was working at a job he enjoyed. She then changed her tune to that of one that sounded like a stern mother as she folded her arms and looked at Howard."Do you think this is a good idea? Taking something that belonged to a mad woman?

"A mad but brilliant woman. I think this thing is the next development in science" Howard

"That's what you say about everything" Peggy said unimpressed

"What is this thing Stark?" Sousa asked as he noticed alien markings on the device

"Ah I see you noticed the markings. Those are very similar to the texts of the Gods similar to what Johann Schmidt was trying to call upon with the Cube I'm still trying to understand. I think it might not be from here" Howard said

"What?" Jarvis asked

"Are you saying this thing might be of alien origin Howard?" Peggy asked bewildered

"I'm not exactly saying that but I'm saying that." Howard said

"It's been opening miniature portals as we were testing it. We believe this might have been what Whitney Frost started out using to open up the portal to where the Zero Matter was but she couldn't get it working." Wilkes said

"And you two seem to have gotten it working" Peggy said

"Hey it's me" Howard said not really answering the question

Peggy rolled her eyes as she, Jarvis and Sousa stepped aside as Howard began powering the machine.

"Stand back" Howard ordered

Jarvis then pulled out an umbrella and opened it much to Sousa's confusion "You have no idea how many suits have been stained by objects that have exploded in this laboratory" Jarvis said

Peggy, Sousa and Jarvis's eyes then widened as they suddenly saw a portal not unlike the one that they saw which housed the Zero Matter open.

"How is it Doctor Wilkes?" Howard asked

"It seems stable but powerful. It's like nothing I've ever seen" Wilkes commented

"Well gentlemen and ladies we might be the first people to explore beyond our realm. And to think they threw away my designs for a craft for the moon.." Howard said but was interrupted.

"Explore? Are you mad? A portal to an area we don't possibly understand and could house a threat?" Peggy reasoned

"They also might be friendly over there too you never know Peg." Howard said

Suddenly the machine beeped as it suddenly started to shake and the portal began to fluctuate.

"What was that?" Jarvis asked

"Doctor Wilkes?" Howard asked

"It's powering to a further rate it's becoming unstable and could collapse in on this room." Wilkes said

"Shut it down then." Peggy said

Before anymore could be said the portal became more unstable as it began to suck everything in sight into it. The individuals grabbed onto whatever they could to avoid being sucked in as Peggy, Sousa and Jarvis fell to the floor. Jarvis was the first to be claimed as he found himself being sucked in.

"Jason! Shut it down!" Peggy yelled not unlike in a similar matter she did when she ordered Erskine to shut down the machine that would turn Steve into Captain America.

"Miss Carter! Sir! Oh dear." Jarvis said as he found himself being sucked into the portal

"Jarvis!" Howard yelled in an attempt to help his butler and friend but he tripped and hit his head on the machine and fell seemingly unconscious.

Peggy tried to grab Jarvis's hand and pull him back but both were pulled into the portal. Sousa couldn't hang on much longer with his damaged leg. He then turned to Wilkes.

"No matter what happens shut that thing down. Even if I have to follow them in there." Sousa said before he found himself losing his grip and being sucked into the portal.

Wilkes looked on bewildered at the loss of his friends but tried to find an off switch

"Come on Stark surely you found the off switch?" Wilkes said to himself

"Not exactly but this kill switch I installed will do. I would have mentioned it earlier but I didn't exactly get time too" Howard said suddenly rising and pressing a button and shutting it down.

"They're gone?" Howard asked

"Well yeah but we could power the machine to get them back?" Wilkes asked

"It used a lot of energy. It'll take hours to recharge. Plus we don't know where to look" Howard said

"So we're supposed to just leave them?" Wilkes asked upset at the loss of Peggy, Sousa and Jarvis

"No of course not. If there's a way to save them I'll find it. I'm not leaving her too" Howard said firmly. He owed it to Steve too look after her once he died. He wouldn't give up not this time "I'm going to go to the kitchen. If there's no food we'll starve possibly" Howard said leaving.

"Can't you just go out and buy something?" Wilkes asked

"I can't. Jarvis has my keys" Howard then left as he walked down the hall and then thought to himself "Wherever you are Peg. I hope it's as magical as Oz"

* * *

Author's Note: So yeah first chapter back to normal kind of shorter then before and slightly different. Sorry about that go read chapter 2 for the continuing story.


	2. New Dimension Similar Feel

Peggy winced as she regained consciousness. Her immediate reaction was that she must be face down as she felt the pressure of a surface along her body. She opened her eyes but had to close them again as the only thing she could see was a blinding white brightness. She slowly re-opened her eyes and the light began to fade as she tried to make sense of her surroundings.

Peggy lifted herself up into a crawling stance began to study the ground she was staring at. As the light faded she was staring at what appeared to be a patch of dry grass and as her vision improved she could see that this type of ground was all around her. As well as the dry grass she could see that the surface was dotted with small and large rocks. The terrain itself seemed mostly flat but she could make out the shapes of what appeared to be low lying hills and boulders dotting the landscape. A gentle breeze caressed her left cheek to confirm she was indeed somewhere outdoors. The climate in this place was mild but still comfortable

The remaining brightness faded from her vision. Aside from feeling a little groggy she did not feel hurt or injured. She stood up and felt her face and did not draw any blood on her fingers so she could assume no facial injuries either. Looking to get her bearings she looked for the Sun and saw a blue sky dotted with the occasional cloud. When she saw the Sun she let out an audible gasp. The Sun had just risen over a mountain range several miles to her right. Assuming that the, _this_ Sun rose in the East, Peggy could see the mountain range stretched to the northern and southern horizons as far as her eyes could see. _Well sh_ e mused _wherever I am I think I don't need to pick out a spot for my next vacation._

Peggy's head turned west when she heard a man's cough that made her realise she was not alone and remembered why she went through the portal. Jarvis was standing brushing off the dry grass and dirt that was stuck to his suit pants and suit jacket. Peggy walked over to her friend.

"Mr. Jarvis. How are you?" Peggy asked as she put her hand on Jarvis's shoulder as a sign of concern.

Jarvis put his fingers to his neck. After he felt a pulse he wryly replied "Still alive at least. However it'll take awhile to get the dirt out of this suit. But I don't feel any injuries. You?"

Peggy shook her head but quickly realised that someone else had followed Jarvis and her through the vortex. "Daniel!" she quietly exclaimed to Jarvis.

A loud groan to the south of them quickly revealed to them Sousa's location. Sousa began to rouse himself off the flat of his back with his head lifting off the ground but still holding his crutch tightly in his grasp. Jarvis and Peggy walked a couple of steps over and helped their friend stand up.

"Thanks Peg" Daniel wheezed as he slowly stood up. "So what's happened to us?"

Both Daniel and Peggy turned their attention to Jarvis who's had more scientific background then them working with Howard.

"I'm terribly sorry Miss Carter and Chief Sousa I don't know what that thing, portal was." Jarvis replied sheepishly. "I am sure it had something to with the object Mr. Stark and Doctor Wilkes were testing and we are now in a different place but that's it".

All three turned and looked at the mountain range to their east. "Well great then. We seem to be far away from any help and instead we seem to be at our next vacation spot. Yet I can't recall seeing any place on Earth looking like this." Peggy commented.

Sousa quietly cursed himself for not doing the obvious. He reached into his left pants pocket and pulled out his walkie talkie. After seeing that it wasn't working Sousa informed the others "Well the radio is dead. I can't get any signal."

"Well I suppose we try the old fashioned way then." Jarvis said "Help! Help! Somebody is anyone out there!"

"Mr. Jarvis will you calm down there could be anyone out there listening. They might not all want to help us" Peggy sternly said shutting him up.

"Sorry. I panicked" Jarvis said

Considering their situation Peggy decided to follow her military instincts.

"Well gentleman I think the best option is to do a quick reconnaissance of the area" Peggy said

"Good idea Peg." Sousa said as he moved with his crutch

Peggy scanned the horizons around them and pointed her finger when she noticed something to the north. "Look!" she exclaimed to her friends.

Peggy, Sousa and Jarvis all observed a thin trail of smoke rose up from the northern horizon.

"I know Howard and Jason are probably trying to figure out how to get us back, but if we are in an unknown and potentially hostile land I don't think we can afford to just wait around here" Peggy argued as the situation became clear that they needed to move forward.

"The smoke could be just from a natural fire Peggy." Sousa ventured.

"True." Jarvis agreed "But it could also be a camp or settlement that could give us some answers. I'm with you Miss Carter I believe we should investigate the source of that smoke". Sousa shrugged his shoulders in agreement.

"Wait one second." Jarvis said. He walked over to a heavy looking rock on the ground just ahead of him. He pulled out a pocket knife that he carried in one of his pockets and scratched a 'P, S, J' and an arrow pointing north on the rock's surface facing up. Just in case Howard came through the vortex, Jarvis decided to give his boss a clue as to the direction that he, Peggy and Sousa were heading.

"Nicely done Mr. Jarvis" Peggy complimented

Once he completed this, the three started walking towards their first destination in this strange world.

* * *

Much further to the north a group of thirteen Dwarves as well as one Hobbit and a wizard walked south at a steady pace. The group was comprised of many Dwarves from various families as well as the Hobbit Bilbo Baggins who was brought on to be their burglar. Walking at the head of the company was the Grey Wizard known by many names but perhaps most commonly as Gandalf.

Gandalf held his well-known wooden staff in his knolled right hand and pondered recent events. He and the Dwarves had departed not too long ago on their journey. He had agreed to help Thorin Oakenshield son of Thror regain the Lonely Mountain from the Dragon Smaug. He brought Bilbo along to act as the burglar who's job was to sneak in undetected and steal the Arkenstone.

Gandalf was comforted that while the company of Dwarves consisting of Balin, Dwalin, Fíli, Kíli, Dori, Nori, Ori, Óin, Glóin, Bifur, Bofur, and Bombur had got along well with Bilbo alas Thorin himself had not. His stubbornness could potentially be the end of him yet he's too blind to see it.

However something else was troubling Gandalf. Darkness that he hadn't felt in many years was starting to be felt again. He had the oddest feeling that wherever their journey will take them it won't be as simple as he thought it'd be. Perhaps he may have to go meet with the White Council once the group had gotten further on their journey

Gandalf was interrupted in his thoughts by noticing a bright white light that flashed for a few moments to the distant south. The rest of the Dwarves and Bilbo noticed the flash and suddenly stopped at the sight. After their shock had subsided the remaining company members moved themselves to stand either side of Gandalf.

"Durin's Beard what was that?" Dwalin asked to no one particular in the company.

"I am not sure." Gandalf replied in a puzzled tone. "It could not have been lightning as the skies are to the south are clear".

"Maybe it's some kind of trick." Fili guessed.

"It's possible." Gandalf admitted. "But I do not think such a display of power could be displayed by such a trick".

"Perhaps it's a trick by the Elves?" Gloin asked

Gloin's words cast a pall of creeping dread over the majority of the Dwarves who were not too kind by Elf magic trying to upset their quest to regain their help. Thorin was just in deep thought annoyed by this. He was prevented from saying something by an interruption Bilbo.

"Gandalf look!" Bilbo pointed to the south "Can you see the rising smoke ahead of us?"

The rest of the Dwarves looked to where Bilbo was pointing and they all noticed the thin trail of white smoke to the south that was closer in distance to them than where the bright flash occurred.

"A trail of smoke that size is normally not the result of a natural fire. Thorin commented. "I would suggest it is from a camp site".

"Maybe they know what happened." Kili ventured.

Inwardly Balin smiled at the innocence contained within the Dwarf's remark before speaking. "You know lad as much as I that it is not just friends of the Free-Peoples that set up camp in this part of the world".

Gandalf hummed his consent to Balin's observation. "I agree that the source of that smoke bears investigation. But Balin raises a good point. We should be especially cautious as the source lies on the only route available to us to proceed to our destination".

"Stay behind me then. That means you too burglar." Thorin said. Thorin looked at Bilbo in quiet challenge to see if he would dispute his observation. Bilbo stared with his eyes up at him but made no comment.

After accepting Thorin's suggestion, the company proceeded towards the source of the smoke with caution.

* * *

The three friends continued their journey northward. By the Sun's position in the sky, Peggy guessed that it was about late morning. A rumble from Jarvis's stomach amused the three of them. "My apologies it appears I'm quite famished. Ana prepared quite a breakfast this morning that she hoped would satisfy a hard day's work. Although she recommended to take snacks in between" Jarvis commented.

They were coming closer to the source of the smoke. The three also heard a quiet gaggle of chatter whose words they could not make out. Obviously the smoke was the result of being lit by someone or something. The only thing separating them from it was a close crop of boulders. The boulders varied in shape and size, the lowest coming up to their ankles with the tallest just barely passing them. Her military training kicked in and Peggy followed by Sousa who's no stranger to this Jarvis who is capable of defending himself so no problems there led them into the boulders cautiously. Until proven otherwise, the source of smoke could be a hostile force and the boulders provided excellent cover to do a reconnaissance. The source of the smoke was just ahead of them and the three of them drew in a breath at what they saw.

There was a flat area of dry grass about 60 to 80 feet in diameter. The area was dotted with ugly, tattered tarpaulins made of a coarse grey cloth and the source of the smoke was revealed as a large campfire in the middle of the camp. But what surprised the trio was the camp's inhabitants. Humanoid creatures that had green, black or grey skins of varying degrees sat around the camp in small groups. Their language seemed an inane babble and as they spoke the trio could see their mouths contained crooked sharp teeth. The creatures looked to be slightly shorter than the height of an average man and they all appeared to be wearing an ugly style of iron plated armour and many had helmets made the same way. They were also armed with a variety of swords, axes, spears, clubs and bows. To Peggy's mind, she wondered if they had be sent to an alternate Earth where the middle ages had been overrun by an ugly evolutionary offshoot of Man. Her thoughts were interrupted by Jarvis.

"Oh dear I think I feel breakfast coming".

"What kind of place did we land in?" Sousa observed.

Peggy responded to Sousa's question with shrugged shoulders until her nose picked up the smell of what seemed like burnt flesh. On closer observation she noticed that a number of these creatures were eating blackened meat off long skewers. She observed two of these creatures reaching for such a skewer that lay in a black pan in front of them. The two appeared to have a disagreement over whose skewer it was. One of the creatures gave the other one a forceful shove resulting in both having a full on brawl. Their fellow creatures cackled at this display with a number of them walking closer to the fighting pair urging them on to continue their violence as if it were a form of entertainment.

"Well", Peggy surmised to her friends "I am willing to guess these chaps don't seem to be the friendly and helpful type. And I am pretty sure they are not likely to share a meal with us".

"So what do we do now?" Sousa asked.

Peggy assessed the situation. She wasn't exactly the expert commander Steve or Colonel Philips was but she knew her way around battle and had led many missions in her time and knew tactics like the back of her hand. She was an Agent of the SSR after all. She guessed that there were about 100 of the creatures if you factored in that some might be under the number of tarpaulins in their camp. To both the east and west of the camp the crop of boulders continued until they thinned out on the sides of a low lying hill to the camp's north. The creatures might be heavily armed, but where they positioned themselves showed they had a lot to learn about basic military precepts. If given the right opportunity she, Sousa and Jarvis could ambush them. But while these creatures did not look friendly, at this stage they were not her enemies either so avoidance appeared to be the best option. Looking to Jarvis and Sousa she spoke quietly but firmly.

"I shall scout the boulders that run along the camp's east to find us a path around these guys. Daniel you do the same along the west. Mr. Jarvis you stay here in case Howard or Jason come this way. I think the last thing we want is for those things to know we are here".

After they had both gave a nod of agreement, Sousa and Jarvis helped Peggy carry out her plan.

* * *

Jarvis anxiously waited for his friends to return from their scouting trip. He did not feel slighted when Peggy asked him to stay behind while she and Sousa scouted the area. After all his skills as a kickboxer held no bounds but he was afraid a little of touching those creatures in the slightest.

Jarvis continued to crouch behind a boulder and observe the creatures they had found. He noticed that that they appeared to be uncomfortable when in direct sunlight. That would explain why the majority of them either kept wearing their helmets or fought among themselves to secure a shaded spot under the dozen tarpaulins set up in their camp. He then got nervous at the thought whatever those creatures might do to him. "Oh Miss Carter I hope things..."

Jarvis received an answer of a brutal sort with the immediate burst of pain he felt to the right side of his head. He staggered to stand up but fell to the ground when he felt a sharp blow to the back of his knees. After falling flat on his face, Jarvis then rolled over to see two of the creatures looking over him. One was green skinned with pointed ears. It held a heaving looking club in its hand that Jarvis guessed was the source of the pain he was experiencing. The other creature had blotchy, black skin with its eyes peering through a visor attached to the helmet it wore. This creature pointed a spear towards Jarvis's face. Despite the throbbing in his skull the first thing Jarvis could think of saying was "Good afternoon?"

The green-skinned creature spoke to Jarvis first. "Well, well. What do we 'ave here?" The creature squealed in the worst British cockney accent that Jarvis had heard in his life. "Think yer can spy on us Orcs unnoticed because it's daylight Man"?

 _What are Orcs? Is that what these horrid things call themselves_? Jarvis thought to himself.

"If its Orcs yer wanna see, we'll introduce ya to all the lads!" The club carrying orc said with sarcastic courtesy. It grabbed Jarvis's right arm roughly while its companion grabbed his left. Restraining him in this manner, the two orcs roughly pulled Jarvis out from the crop of boulders and into the camp. Jarvis tried not to gag after he smelt the two orc's appalling odour. As they escorted him through their camp, the other orcs sneered at Jarvis with their sharp teeth, enjoying the pain and discomfort he appeared to be in. The orcs escorting Jarvis halted at a tarpaulin in the northern part of the camp where they were joined by about ten of their comrades who stood either side of them. " _Oh_ _Miss_ _Carter_ _you_ _better be on your way_ ". he thought silently to himself

"Hey boss! Look what we 'ave here!" The club carrying orc proclaimed to the tarpaulin's sole inhabitant. A large orc wearing heavy plate armour dull grey in colour stood up from the stool it was sitting on. It stepped towards to the group gathered outside its tarpaulin. Jarvis guessed by its look and demeanour that it was these 'Orc's' commanding officer. It was a good deal taller than its brethren as it was about four inches taller than him, it being about he guessed of 6'2". The brown colour of its skin reminded Jarvis of that seen on human corpses that had been badly burned. The 'Commander' ran its yellow pupil eyes over Jarvis while baring its black teeth.

"Where did you find him?" it asked the two orcs who were restraining Jarvis. To Jarvis its voice appeared a lot deeper than the British cockney that seemed to be the orcs normal accent.

"He was 'iding behind the rocks to the south of us!" answered the orc that had notified the Commander of their captive.

The Commander walked to be about a foot away from Jarvis's face. It had drawn in its right hand a hooked dagger with a black blade that still appeared sharp despite the numerous scratches and notches it contained. It pointed the dagger Jarvis's nose. Jarvis tried not to yelp.

"What's your name? Who are you spyin' for?" The Commander queried Jarvis in an even tone.

"My name is Edwin Jarvis and I am not spying for anyone." Jarvis answered in a surprisingly calm manner given the injuries the orcs had given him and the odd situation he was in. Jarvis began to feel that the pain from these injuries had begun to recede though.

After appearing to consider Jarvis's reply for a second or two, the Commander replied "You 'ave a funny name Man. As for you sayin' yer not spying..." in a quick motion the Commander slashed his dagger across Jarvis's left cheek causing him to scream in pain. The Commander then shouted at him "My boys caught you hidin' behind rocks looking at us! Whatever you were doin' I'm pretty sure yer weren't preparing us lunch"!

The orcs gathered around Jarvis laughed evilly and coarsely at their Commander's cruel wit. One of them, who Jarvis couldn't see, added "Hey sir! Maybe he could be our lunch"! A number of the orcs spoke "yeah" in agreement. They were quickly silenced by a single glare from the Commander.

"All of you maggots hold your tongues before I eat 'em for _my_ lunch!" The Commander threatened them.

Jarvis was getting more than worried that Peggy nor Sousa had not made an appearance back from their reconnaissance despite all the orcs' provocation. While the Commander was berating his troops, Jarvis tried to analyse the situation even though he felt blood streaming down his face spilling on to his clothes. Surely Peggy and Sousa would have heard all the commotion in the camp resulting from his capture? As they were respectively both agents who served in the war were they waiting for the right moment to attack to aid him? In their seeming absence, Jarvis thought it best to buy some time.

"Look," he said to the Commander "I don't even know where I am, what country this is I don't taste very good but my wife makes lovely pi-" the Commander cut off the rest of Jarvis question with a powerful punch to his stomach with his gauntleted left hand. Jarvis sunk to his knees at the pain of the blow as well as wincing due the orcs restraining him twisting his arms even harder.

"Speak when spoken to worm!" The Commander barked at Jarvis causing the attending orcs to sadistically snigger at Jarvis's plight.

As he struggled to gather a breath, Jarvis was more than a little scared not unlike when he had to disarm the bombs that Chief Sousa compared to making a soufflé as the Commander moved his dagger towards his left eye. Jarvis then felt a hot liquid spray over him.

* * *

Author's Note: So yeah I hope you enjoyed Peggy and the trio's first venture into Middle Earth. My apologies to Dr. Manhatten that I basically sort of robbed the scenario the three found themselves in and how they'll meet the Company but I was finding difficulty in doing it any other way. Anyway tune in next time as Peggy, Sousa and Jarvis meet Bilbo and the Dwarves. Although one looks suspiciously familiar to Peggy. This is your friend Steve993 signing off.


	3. Strange Enemies, New Comrades

Author's Note: So yeah not much to say. I haven't gotten any reviews at this moment in time but I hope someone will comment too. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're reading I hope you enjoy.

* * *

Jarvis and the Orcs around him looked up and quickly found the source of the spray. The Orc Commander's now headless body was spouting Orc blood from where its neck used to be connected with its body. Jarvis could feel that some of the blood had fallen onto his lips. It was black, sticky and the foulest liquid – no, _thing_ \- he had ever tasted. After a second, as it no longer had a head to direct it, the Commander's body toppled back before hitting the ground. The dagger the Commander held dropped in front of Jarvis.

The attending Orcs were still reeling in the shock of this sight when the pained shrieks of the other Orcs in their unit made them snap their heads around to see what was happening. What they saw was that a few of their number had shared the fate of their Commander with their decapitated bodies lying on the ground. The Orcs focused their attention the source of this decapitation a normal man with a strange looking weapon moving eastwards through their camp holding something to keep himself upright. The Orcs stared as the man pointed this weapon a gun at them

The Orc that restrained Jarvis by holding his left arm broke out of its silence "Get 'im boys"!

Satisfied he had drawn the attention of these creatures away from Jarvis; Sousa quickly assessed the situation. It appeared the whole company of these creatures, except for a handful around Jarvis, swarmed towards him with their ugly weapons raised. With his leg this fight might prove to be a challenge then fighting a common thug but for Jarvis's sake Sousa had no choice but to fight as many as he could.

Sousa dodged the attacks of their weapons and deflected others back by using his crutch to hit them. The Orcs that engaged him were shot and splattered by his hand gun's effects while others were knocked down or crushed by him stomping his crutch on them.

Seeing so many of their kin being killed by just one man who seemed to have a disability made many Orcs release angry cries towards Sousa. Though he had managed to take a few down Sousa knew with his injury that he wouldn't last if anymore showed up so he was hoping Peggy was on the way to help. The Orcs who were archers in the company took aim at Sousa looking to take him down at distance. Their concentration was broken by a cry to the west directly behind them from another Orc.

* * *

Peggy had snapped an Orc's neck and managed to scatter the Orc archers around using a gun of her own as she fired upon them and so they ran. So taken in by the surprise of a woman attacking, not one Orc archer was able to fire an arrow at the trio before being killed by Peggy's gun or her hand to hand combat.

Peggy saw a number of the Orcs running towards Sousa stop and then turn to attack her instead. This included the remaining Orcs that directly surrounded Jarvis except for the two restraining him. Seeing Sousa was still preoccupied, Peggy took it upon herself to get to Jarvis. Preventing her was the problem of number of Orcs converging on her in a tight mass.

The Orcs looking to engaged in their charge to her. They clearly hadn't seen or dealt with her hand to hand combat skills before.

Peggy dodged and ducked as she kicked and punched the Orcs, managing to avoid the spears and swords the Orcs held which was a little difficult. When she could she fired her bullets on the Orcs which managed to pierce through the Orcs armour and striking them in the chest killing them. Others she shot in the head which caused their heads to blow up. She found that odd considering that the bullets weren't strong enough to do such a thing but perhaps these creatures were different in more than one ways. She grimaced as she suddenly couldn't fire anymore. Empty.

"Bloody hell" Peggy said as the Orcs surrounded her now wondering what to do.

"Watch out boys! This lady isn't like others" an Orc yelled to the others

* * *

Jarvis had not been idle when he saw that his two friends had come to his aid. He noticed that the Orcs directly surrounded him had moved to engage Sousa and Peggy. He was now being restrained by the two Orcs who each had a painful hold on one of his arms. When he felt the grip of the Orc on his right loosen - maybe in shock to the combat displayed by his friends Jarvis took his chance.

Jarvis had taken kick boxing and martial arts lessons during the aftermath of his first adventures with Peggy. Not that Jarvis had been entirely helpless in fighting before. But his martial arts training gave him the skills to competently defend himself as well as disarm and neutralise would be attackers. The Orcs restraining him were about to be at the receiving end of these skills.

Jarvis grabbed the arm of the Orc that loosened its grip and tangled his foot behind one of its arches. With a sharp twist of his hand, Jarvis felt the Orc fall backwards and heard a metallic thud when it hit the ground. With his right arm free in one swift motion Jarvis picked up the Commander's dagger from the ground and plunged it in to the stomach of the Orc to his left. As the Orc fell Jarvis claimed the spear that was falling from its dead hand and scrambled to his feet. The Orc that Jarvis had flipped over, the very one that had first apprehended him, lifted its head up from the ground only to scream in horror when Jarvis thrust the spear he held into its head. Although pleased his tormentor was dispatched; Jarvis winced as he felt the pain from the injuries these 'Orcs' had inflicted on him.

Peggy finally defeated the remaining Orcs that were between her and Jarvis using her hand to hand combat skills and managing to pull a dagger from one Orc like Jarvis had done and stab many with it. She put a supporting hand on Jarvis's back

"Sorry for the delay Mr. Jarvis I hope you weren't beginning to think we abandoned you". Peggy stated.

"I knew you wouldn't Ms. Carter". Jarvis replied "But I really would have appreciated it if you showed up a few minutes earlier before I received these wounds".

Peggy smiled satisfied Jarvis was still in good humour despite the pain he received. She then noticed Sousa was being slowly surrounded by the remaining Orcs. "Well then let us not be late in helping Chief Sousa." Peggy said before running into the remaining Orcs.

Jarvis put on his best war face as he hobbled after Peggy, his movement slowed by the blow he received from the Orc's club to the back of his legs. But as Sousa and Peggy may have saved his life he was determined to help his friends no matter how hurt he felt. You can't keep a good butler down after all.

* * *

The Company had picked up its pace since the incidents of the morning, curious to determine the source of the smoke and flash of light.

The source of the smoke seemed to be just beyond a low rising hill to the front of them. Beyond the hill also seemed to be the source of a great many cries, screams and noises that the Dwarves recognised immediately.

"Looks like the battle is joined lads!" Gloin exclaimed. Thorin then silenced the Company as some of them were about to give a battle cry.

"Wait here." Thorin calmly but sternly commanded the rest of the Company and then turned to Bilbo. "You too burglar"

Thorin ran about 100 yards from the company as he directed Fili and Balin to help him. The Dwarves managed to make themselves inconspicuous as they peered over the crest of the hill. Thorin moved as quietly as possible to be next to his kin. The Dwarves were taken aback by what they saw.

The smoke source was easily revealed as a campfire but as if to underline Balin's earlier warning that this was an Orc camp. But the camp was littered with the corpses of many of its inhabitants who had appeared to have been crushed, stabbed or decapitated. The surviving Orcs had surrounded a group of three individuals dressed unlike any he had seen in Middle-Earth. A man in what appeared to be some kind of jacket and pants and held something next to him in order to stand upright he guessed it was due to an injury of war. A woman of all people in a white shirt and blue skirt holding an Orc dagger and throwing some other weapon to an Orc's head that the man held as well that fired something from it but they suddenly stopped as he yelled something to her that he couldn't quite make out. Thorin's attention finally fell on the remaining man who used an Orc spear as a fighting staff and wore an outfit similar to the mans.

"It seems that man is injured. Well the one with the spear I don't know the other fellow's story." Fili said

"They might have killed those other Orcs but if we don't do something Thorin they're not going to stand a chance." Balin added.

Thorin nodded his head in agreement to his kin's observations although he was annoyed at the prospect of their quest ending up at a halt but if these Orcs would have probably been a problem for them regardless of coming across these individuals so it's best deal with them now. The other odd sight was that there were no bodies of any other men around the camp. Thorin thought _did the three of them attack the camp themselves?_ To have taken down by themselves what appeared half of the Orcs that inhabited the camp clearly indicated they were either warriors of enormous skill or foolish or both which is what he guessed.

Thorin whispered to Balin and Fili "Keep observing them. I will go and tell the others".

The remaining members of the company witnessed Fili, Balin and Thorin lying on the hill wondering what they were observing. They all moved forwards when they saw Thorin running back towards them. Although the sounds of battle swirled, Thorin did not want to risk drawing the battle participant's attention by raising his voice.

"It's an Orc camp." Thorin said plainly as soon as he reached the Company. "They do battle with three individuals two men in outfits I haven't seen on a man before but also a woman. They appear to be holding their own but two looks to be injured one more than the other and they are still greatly outnumbered".

"Well if a lady is in need I will help." Kili stated firmly, withdrawing his sword from its scabbard while also ready to use his arrows

Gloin appeared to follow Kili as he held his axe as if ready for battle while the other remaining Dwarves followed.

"Wait!" the remaining Dwarves stopped at Gandalf's sharp command. Gandalf looked Bilbo who was silent during this exchange.

"Master Baggins I had hoped we could have avoided battle this early in our journey but it would appear our aid is needed".

"I'm not much of a fighter like the rest of you. In fact I've never really hurt anyone. But I came here on this journey to help so if it means fighting back I will." Bilbo stated

"Come then," Gandalf said as he turned to climb the hill. "Let us hope those brave men and lady still stand".

Peggy blocked another Orcs blow with her dagger and fist before breaking the same Orcs face with a powerful sharp kick from her leg.

Peggy mentally took stock of the battle. The good news was that because they were no longer separated by any of these creatures it allowed them to fight as a team. The bad news was that these savage creatures had now surrounded them and they still outnumbered her and her two friends by a wide margin. Not to mention now that she and Sousa were out of bullets things would be difficult. She should have packed in more bullets this morning regardless of whether or not they'd end up on a mission.

As she turned to face an Orc to his right before she could engage it Peggy saw the orc roll its eyes and tumble face down lifelessly to the ground. Peggy saw the cause of this Orc's demise was an arrow with. Two more orcs near Peggy fell in quick succession by arrows of this type as well. At the same time, Jarvis and Sousa witnessed an Orc's demise by an arrow that entered its throat sideways.

The trio and Orcs halted their combat and looked at the summit of the low hill to the north of them.

Peggy saw four men dressed in what he could only describe as medieval like clothing. One of the men held a bow and obviously the source of the arrows she had just witnessed. He was long haired but one had black hair and a beard and noticed another who held a sword and was ready for combat. This other man's hair was blond and also had a beard. The third man had a long grey beard and held a wooden staff and stood between the two men who she noticed were shorter than the average man. _Why is the old man wearing grey robes and a pointy hat?_ Peggy wondered. _Is he supposed to be some kind of magician_? Then she noticed another man who led them who had long hair and a beard and swords of some kind. However something about him seemed familiar.

Peggy's question about the third man was answered when the said old man firmly tapped the ground with his staff. From the top of his staff a light shone reminding Jarvis of the sun reflecting off a mirror. Unlike ordinary mirror reflected sunlight, none of the trio found the light from the old man's staff uncomfortable to look at. The orcs were another matter. All of them either turned their backs or dropped their weapons as they threw hands to cover their eyes. Their screams confirmed the blinding pain the light caused them.

Sousa noticing and taking advantage of the distraction smacked an Orc with his crutch. Taking Sousa's lead, Jarvis plunged the spear he had acquired into any orc close to him. Peggy was about to join them when she noticed the light from the staff receding and saw more men charging down the hill announcing their arrival with a strong battle cry. There looked to be about 9 of them.

Peggy noticed that the short man who was an archer she had originally spotted now seemed to be holding a sword instead of a bow. One of the several new men was about the same height as them all but she noticed he was a grey haired and held a sword and a mace. The appearance of all these men certainly perplexed Peggy. They looked to be just over four feet in height with thick facial features on which hanged their beards. The men's short stature did not diminish their abilities as warriors however Peggy noticed as she saw the men cut the Orcs down with their weapons.

The old man seemed to be following just behind the other four men at a speed that belied his age. The old man was now carrying a sword in the opposite hand to the one that held his staff.

An Orc that had covered its eyes with both its hands blindly bumped into Peggy. Berating herself for losing focus, Peggy cut through the orcs armour with the dagger she took. Introductions could wait, for now Peggy was glad she could finish the battle with the odds in her favour but the appearance of one of them still bugged her because it was almost familiar

* * *

Kili and Fili went back to back. Using a team tactic they swung each other as both lunged into the Orcs and cut their enemies down. Thorin stabbed and cut down those who were trying to surround him. He stopped for a moment to regain his strength as he managed to catch a glimpse of the woman who seemed to look back at him constantly. He didn't understand why this was but the battle was important right now.

"They're getting away!" A shout from Nori grabbed Thorin from these thoughts.

The remaining Orcs had regained their sight as Gandalf predicted. Seeing their numbers were much diminished, and given the skill of the enemies they faced, they decided that this battle was no longer worth fighting. They routed towards the group of boulders and rocks to the south that the trio originally spied them from.

Kili knew the danger the Company could face if even one Orc got away to warn others of its kind. He began to shoot arrows at in rapid succession. Peggy then approached Kili with caution.

"May I?" Peggy asked for his bow.

Kili was hesitant to hand this lady his bow but he had to admit she was pretty he still didn't know her and whether or not she was fully trust worthy. Reluctantly he handed it to her as she took an arrow and aimed it at the fleeing Orcs. She then opened fired with rapid succession shocking Kili as she managed to shoot them down to the last surviving Orc. She then handed it back to him as he was there dumbfounded. Before he could say anything she spoke.

"I took archery lessons when I was 10." Peggy stated answering his no doubt on coming question.

Kili turned to his right where Peggy stood and gave him a single nod with a small smile noting her accent was a little familiar but he couldn't place it. Peggy was glad that a military gesture of appreciation and acknowledgment appeared to be used in this place. She returned the gesture while still being puzzled by his height. The riddle behind his appearance as well as the rest of those men and that of the old man could wait. Peggy did not want to appear to be ungrateful to them as they had helped them. But she had to see how Jarvis was given since he had been wounded by the creatures they had just fought not to mention Daniel with his leg put him at a little disadvantage as much as he didn't like saying.

Confident that the orcs had been dealt with Gandalf turned around to the north and shouted so that Bilbo who was hiding behind the hill could hear him "It's alright Bilbo you can come down now!"

Peggy ran towards Jarvis. The Dwarves now that they could see her properly were taken aback by how pretty she was. By the time Peggy reached Jarvis she noticed that another grey haired man had moved to assist Jarvis as well.

"How hurt are you lad?" Oin politely asked Jarvis.

"Aside from wanting to get this horrid liquid off of my clothes I'm relatively fine." Jarvis replied casually but he then groaned in pain "Nevermind"

"You're not doing well lad." Oin said as he took out a jar and applied some kind of ointment to Jarvis's wounds

"Oh that's rather comforting. I'm usually quite fussy about certain ointments" Jarvis said as he started to feel comfort in the areas he was hurt in.

Seeing Jarvis was being looked to, Sousa took it upon himself to start the conversation with their allies of the moment.

"Thanks for the assist." Sousa thanked the Company.

"We are grateful we were in a position to offer you our assistance my lords and lady". Gandalf replied as Sousa looked back at Peggy and shrugged confused by Gandalf's addressing of them in that way.

Peggy ran to assist Jarvis who was being helped up as Oin applied the ointment onto the last of his injuries.

"Just go easy on yourself lad. You took quite a beating there. But you were brave to do battle with Orcs all by yourselves with no other backup" Oin said

Peggy and Jarvis walked a few steps to stand beside Sousa. Thorin observing them cautiously gathered closer around Gandalf as did his kin.

Pointing at the bodies strewn around the campsite Sousa asked "Pardon my ignorance but what are these things"?

Sousa was surprised when it was Jarvis who answered "One of them who captured me said they were called 'Orcs'".

 _At least two of these three individuals seem to have skills in combat despite two out of the three of them being injured and also his shock at the woman's skills as a fighter_ Kili thought. _How can they not know what orcs are?_

"Before we discuss what orcs are perhaps introductions are in order". Gandalf politely suggested.

The trio introduced themselves separately "Agent Peggy Carter of the S.S.R", "Chief Daniel Sousa also of the S.S.R", and "Edwin Jarvis". At their replies Thorin thought that Carter and Jarvis's accents felt familiar but he didn't know where but this Sousa was an accent was unlike any he had heard in his travels across Middle-Earth.

Noting the individual's names Gandalf replied "I am the Wizard known as Gandalf the Grey. To my right are Kili, Fili, Oin, Balin and to my left are Nori, Dori, Ori, Gloin, Bifur, Bombur, Dwalin, Bofur and the leader of our company Thorin Oakenshield". Both Sousa and Jarvis assumed that as he did much of the talking this 'Gandalf' appeared to be the leader of the group even though he had introduced this Thorin as the leader. The other thing they thought was that the 13 individuals had unusual names and now that they noticed they were surprised as to how many of these men came to help.

Peggy's attention was focused on Thorin. She knew she had seen his face before. He then stared back at her sternly wondering what exactly it was she was trying to get a handle on with him. She then widened her eyes in recognition. No he died. It couldn't be.

"What is it you are staring at woman? Is there something you find strange about me?" Thorin asked with an authority that made Jarvis bite his lip before answering

"Well actually..." Jarvis was about to say before Peggy cut him off.

"You." Peggy replied with a gruff tone as she lunged to attack Thorin as the Dwarves quickly pointed their weapons as Jarvis and Sousa held Peggy back.

"Ms. Carter have you gone completely mad?! These men saved us!" Jarvis asked in bewilderment at Peggy's outburst.

"Heinz Kruger" Peggy replied

"What?" Jarvis asked

"Heinz Kruger was a Hydra spy who infiltrated our ranks during the war and killed Dr. Erskine. This man though he has a lot of hair I remember his face" Peggy said as she remembered chasing Kruger down before Steve had unintentionally gotten in her way but he did seemingly stop him regardless. But now she wasn't going to allow him to get away again regardless of how different he looked.

Sousa was dumb founded. He had heard of the guy who infiltrated the room where the Super Soldier program took place but had only seen one photo. Recalling he did now see the resemblance but the man's height and the length of hair he had grown both on his face and hair plus hearing Kruger died and not only that killed himself prevents this man from being him.

Peggy and Thorin shared stern looks at one another. Sousa then looked to Peggy.

"Listen Peg I know seeing something like this could stir certain feelings. But I get the feeling this isn't Kruger." Sousa said

"I agree with Chief Sousa, Ms. Carter. I would like for these men to stop pointing their weapons at the injuries I've just been healed of so could you stop looking at him in that manner?" Jarvis asked nervously as he felt the jab from Dwalin's war hammer.

Peggy then sighed and stopped staring but then put her hands to her hips as Thorin signalled the Dwarves to stand down while Gandalf just stood silently there watching this exchange.

"We're sorry about that it's a long story it won't happen again. But we need some more answers what are you guys exactly?" Sousa asked

The Dwarves were taken aback a little and were ready to aim weapons again but Thorin stopped them.

"Enough. We are Dwarves. You know our names already. You don't know what Dwarves or Orcs are I'm starting to wonder what manner of men and also woman are you to be in Middle Earth's grounds to not hear of our races?" Thorin asked annoyed

Sousa, Jarvis and Peggy exchanged looks at what Thorin just told them. Until now, they had thought that 'dwarves' were creatures that existed only in fairy tales and myth. But in this world here they existed in flesh and blood.

The trio heard the sound of footsteps coming from just behind Gandalf and his companions. Hearing the noise Gandalf stepped aside to introduce the individual who stopped just behind him.

"And if I can introduce the final and the most important member of our Company, from the Shire I present you Master Bilbo Baggins, our burglar" Bilbo nodded and waved as Gandalf introduced him.

"Hello. Nice to meet you." Bilbo said not sure what else to say because he was confused as to who they were

If the Dwarves puzzled them then this was a complete shock to the three. Jarvis had thought for a second that this man was a child but he seemed to be a normal man but with the appearance of a small person. Both Peggy and Sousa shared his amazement

Gandalf gave a knowing smile. He immediately recognised Jarvis's, Peggy's and Sousa's reaction as the one that many gave when they met Shire-folk for the first time.

"I know Hobbits or Halflings are often thought of as legends across the lands." Gandalf happily instructed to the three. "But as you can see with your own eyes they are quite real".

Peggy was the first to reply "I meant no offence to you earlier it was my fault and your friends. But I don't think any of us have even heard of 'Hobbits'. To be honest we don't even know what this land is".

"We are currently standing not far from Hoarwell which is one of the rivers of Eriador". Gandalf informed them.

"Haven't been to those spots we're sorry to say". Peggy said

"Perhaps you can tell us how you got here and how long you have been travelling?" Thorin suggested as he wanted to get possible hints or an answer as to why Peggy attacked him.

"Well Daniel I were at work where I asked for leads on our last case before Mr. Jarvis arrived to take us to Howard's laboratory." Peggy recalled slowly. "Just after a demonstration from the always brilliant Howard Stark a portal or vortex of some kind opened that dragged the three of us here a few hours ago." Peggy then talked about their encounter with the orcs before the arrival of the Company.

Except for Gandalf, the blank looks on the rest of the Company indicated to Peggy that they were dumbfounded by many if not all aspects of his story. Dori whispered to his fellow Dwarf, Ori "What's a vortex"? Gandalf's face remained neutral through and after Peggy told her tale.

"That's very interesting Agent Carter." Gandalf replied in a thoughtful manner. "Could you please excuse us for a moment"?

Two separate huddles formed only a few yards apart, one consisting of the Company and the other of the trio. Both began talking among themselves in hushed tones

* * *

"Well I say this will be one for the books don't you Chief Sousa?" Peggy asked

"I'll say. But next time don't be so hostile" Sousa said reprimanding Peggy for how she reacted to Thorin

"Sorry. It's just seeing how much this Thorin resembled Kruger I lost my temper. I still find it odd though" Peggy said confused as to why Thorin resembled Kruger just with facial hair

"If I may Ms. Carter and Chief Sousa we could be stuck here for a while considering we have no way of communicating with Mr. Stark or Doctor Wilkes or anyone other than these men".

"You gotta point there." Sousa added before nodding his head in the direction of the Company. "If these guys offer us to join them I think we should do so. Despite they're a different race to us, I get the feeling that once you calm them down they seem to be the honourable types and they appear more knowledgeable about this realm than us. It also goes without saying that most of them are skilled fighters as well".

Peggy looked to Jarvis who nodded his agreement with Sousa's argument. Peggy finally spoke "Alright. But if they don't make the offer let's ask them if they can give us directions to the nearest settlement so we can figure our next move".

* * *

Gandalf opened discussion in the Company's huddle.

"I think their story is well beyond the ability of the most imaginative spy and they do not have the look of mad men either. What does everyone else think"?

"Well I didn't understand a lot of what they said but they seem nice enough." Nori said speaking up.

"They do seem to be skilled warriors who fought against Orcs. If they were spies they would have killed us by now." Fili said

Gandalf noted Fili's sound reasoning but he did not voice his agreement with it. The reason was that in the end this quest was still to reclaim Erebor and Thorin should have final say and Gandalf did not want to unduly and influence his decisions. He then decided to turn to their resident Hobbit.

"Bilbo," he asked "What do you think we should do?"

Bilo thought it was the second time that Gandalf has asked him to make a decision. The first decision resulted in him coming on this journey. He still felt very uncomfortable as the rest of the Company members seemed more knowledgeable about Middle-earth than he not to mention Thorin's attitude. Like his initial decision he simply had to trust his feelings.

"I think we should ask them to come with us if all of you agree. I think this encounter shows we will need all the help we can get".

"The quest to reclaim Erebor was for us to go on alone not outsiders who attack us with no reason to be involved in." Thorin stated.

"So we just leave them there alone when they are clearly lost and in need of help? You saved them they'll probably want to owe their life to you" Bilbo reasoned

"You think you know what is best Master Baggins? You are here to be our burglar not to take command." Thorin said approaching Bilbo with a stern demeanour

"Enough Thorin. As a warrior are you not sworn to help those who you save and those who owe you your thanks? As a member of the Free Peoples you will not denounce those in need be they unaware of their surroundings or not" Gandalf stated with authority

"They may come along. But know this wizard if they betray us I will not hesitate to kill them." Thorin said as he looked over to Peggy who was unaware of her watching him.

Gandalf said with simple finality "So be it".

The Company huddle broke up after they all agreed to what Gandalf had said.

* * *

Peggy, Sousa and Jarvis were already waiting for the Company after it had concluded its deliberations. It was Gandalf who spoke to them.

"My lords and lady," he proclaimed "While you try to find a way back to your homes you would be most welcome to join us. While I am sure we all have a lot of questions to ask each other I suggest we start moving in case more orcs may be in this vicinity".

"Thank you your help is much appreciated" Peggy replied on the trio's behalf.

"I'm flattered for the title but I don't think I've done enough that her majesty the Queen would appoint myself with such a title" Jarvis replied confusing Gandalf's use of the term "Lord" with how those in England are rewarded the title for doing the country of England a great service

So the Company continued its journey with three new and very different members.

Author's note: So yeah that's done. Admittedly this was hard to write because I'm going from memory of having not seen Unexpected Journey in awhile. If there's anything need fixing let me know and I'll try to alter it later. Really from here on out I'll go back and watch the film to help make writing easy. Also hope Peggy's reaction to Thorin was satisfying and didn't feel too out of character. If you're wondering why that happened it's because Richard Armitage who plays Thorin was also in Captain America The First Avenger. Anyway I hope you enjoyed. This is Steve993 signing off.


	4. Histories Explained

The Company now 18 in number picked up the pace as they walked alongside one another. Peggy, Sousa and Jarvis were given small rations of food that the Dwarves had to slake their hunger. No doubt they had many questions to ask one another. To assist this Sousa, Jarvis and Peggy spread themselves among the Dwarves. At the head of the Company's column Peggy and Gandalf were conversing. Thorin was there too and paid attention with interest.

"So you say yourself and Chief Sousa are members of a Strategic Science Reserve?" Gandalf asked Peggy

"Yes. Back during our war it was formed by our leader the President to combat our enemy's threats and the weapons they have. Though the war ended we still have been dealing with other threats to the nation. Recently we encountered someone who had control over a powerful force of energy that could have caused a lot of harm." Peggy said with sadness remembering the casualties caused during the battle against Whitney Frost.

Gandalf was worried about this. Though he didn't know what exactly Carter was on about it sounded like some kind of evil magic "Did you defeat this individual?" Gandalf asked

"Yes. But at great cost. Mr. Jarvis's wife was injured and though she is fine, there were complications with her in the aftermath. It's not my place to tell of those complications. We also before we came here were looking into the attempted killing of one of our own. This happened unbeknownst to us not long after we imprisoned her the individual known as Whitney Frost the one responsible for these atrocities using the energy known as Zero Matter." Peggy said remembering what happened to Jack.

"This is why you wish to return to your home then?" Thorin said for the first time speaking during their conversation.

"Yes and because our friends may be worried about us." Peggy said answering Thorin's question

"Do they work with you?" Gandalf asked wondering what her relationship with Jarvis and Sousa was.

"Not exactly. Howard is a genius who creates technological devices and weapons to help turn the tide in a battle or make a profit for himself. Jarvis works for him as his butler. A servant" Peggy said

"Perhaps it is this Stark who should be here. If he is as skilled a weapons maker as you claim he could help us when we reach the Mountain to take down our enemy" Thorin said

Peggy looked at him confused

"I'm still not sure what are all of you after?" Peggy asked confused as to what Thorin was talking about.

Thorin didn't say as he then retreated to the back as Gandalf looked at Peggy apologetically

"My apologies Ms. Carter. It will be dusk in a couple of hours. We shall travel a bit further before we set up camp for the night. Then we shall tell you more of our quest." Gandalf said

Peggy then walked amongst the Company as Thorin then returned to Gandalf

"I hope you know what you are doing in bringing them on this quest wizard" Thorin said

Gandalf said nothing to Thorin as they went further.

Meanwhile Sousa was walking amongst the other Dwarves. Balin couldn't help but notice the way Sousa held himself with his crutch and he decided to ask about it.

"If you don't mind my pardon asking Chief Sousa. What is wrong with your leg?" Balin asked

"I noticed that too when I was tending to Mr. Jarvis. Is there anything you need for it?" Oin asked

"No. No need. This is a false leg. I lost my real one in the war due shrapnel hurting my leg resulting in it having to be cut off" Sousa explained

"Ah. Does it ail you in anyway? You seem to have held yourself up quite well in battle against those Orcs." Oin asked still confused

"Eh I get by. As hard as it is living with it I can't let this get in the way of doing my duty" Sousa said

"A dedicated warrior you seem to be Chief Sousa." Balin said complimenting him

"Pardon my asking what was that weapon you used against the Orcs?" Fili asked "It caused death the likes of which to an Orc that I've never seen."

"I noticed Ms. Carter had one too" Kili added

"This is a Smith and Wesson 36. It's the standard weapon of the S.S.R. I guess you guys don't have guns which is what we call them?" Sousa asked

"No lad I'm afraid we don't" Gloin said speaking up noticing the weapon as Sousa was showing it off.

"Unfortunately it's kind of useless now since I ran out of bullets. Peggy has run too." Sousa informed them

"Well as long as you know how to fight which you do despite your leg you'll be fine lad" Balin said

To the back of the company Bilbo was riding on the pony with Jarvis walking alongside him.

"So if I'm understanding this right you don't work with Ms. Carter and Chief Sousa directly Mr. Jarvis?" Bilbo asked

"No Mr. Baggins. I work with Howard Stark. However as his butler I am to carry out whatever orders he tasks me with doing. One of those is to assist Ms. Carter in anyway I can." Jarvis informed

"So you don't fight like they do?" Bilbo asked

"I do engage in it occasionally when helping Ms. Carter. Our last adventure was quite an ordeal but I have pushed on. But my usual tasks include cooking, cleaning or helping Mr. Stark with his experiments among many other tasks." Jarvis said as he began listing off his credentials to Bilbo who was impressed.

"Well that's certainly impressive. I'm all alone when I'm doing my tasks around the house. And what's worse those Dwarves left it in quite a mess that I spent ages trying to fix" Bilbo said remembering the beginning of this journey and how Gandalf brought the rowdy Dwarves to his quiet and humble home.

"They do not have much table manners I assume?" Jarvis asked

"None" Bilbo said plainly

Peggy suddenly appeared as she walked between Bilbo and Jarvis "Well look at that Mr. Jarvis you've finally found someone to match your mannerisms" Peggy said amused by this as Bilbo and Jarvis looked at each other.

* * *

Later we find that the company has camped for the night near the edge of a cliff. As Gloin slept, tiny flying insects got sucked into his mouth every time he inhaled, and they were expelled when he exhaled. Both Bilbo and Jarvis watched this in disgust as Jarvis then tried to sleep while Sousa was resting in a corner. Bilbo then got up and walked around. Most of the dwarves were asleep but Gandalf, Fili, and Kili were awake. Bilbo walked over to his pony and gave her an apple, after checking to see that no one is looking.

"How are you, girl? That's a good girl. It's our little secret, Myrtle; you must tell no one." Bilbo said unaware that Peggy was watching but she didn't say anything only smile at the Hobbit's sincerity.

Bilbo then heard a strange noise in the night air and became worried. He ran over to Fili and Kili as Peggy followed him.

"What was that?" Bilbo asked

"Orcs." Kili said

Thorin, who was dozing, jerked awake upon hearing the word "Orcs."

"Orcs?" Bilbo asked

Bilbo looked away in fright at the idea of encountering more Orcs while Peggy was concerned that more Orcs had already found them. Fili and Kili looked at each other and then began laughing having played a trick as Peggy sighed in annoyance.

"You think that's funny? You think a night raid by orcs is a joke?" Thorin said not amused

"We didn't mean anything by it." Kili said

"No, you didn't. You know nothing of the world." Thorin said

Thorin walked off to the edge of the cliff and began to look out over the valley Peggy then emerged from her hiding place to give her thoughts on what the two Dwarves just did.

"He's right you know. Getting attacked again by the enemy is no laughing manner. Though I still don't understand what his problem is." Peggy said confused by Thorin's angry hostile behaviour

Hearing this Balin walked up to Bilbo, Peggy, Fili and Kili.

"Don't mind him, laddie and neither should you my lady. Thorin has more cause than most to hate orcs. After the dragon took the Lonely Mountain, King Thror tried to reclaim the ancient dwarf kingdom of Moria. But our enemy had got there first." Balin said

Balin then began telling a story about the Battle of Azanulbizar where thousand of dwarves and orcs fought in front of the gates of Moria.

"Moria had been taken by legions of Orcs lead by the most vile of all their race: Azog, the Defiler. The giant Gundobad Orc had sworn to wipe out the line of Durin. He began by beheading the King. Thrain, Thorin's father, was driven mad by grief. He went missing, taken prisoner or killed, we did not know. We were leaderless. Defeat and death were upon us. That is when I saw him a young dwarf prince facing down the Pale Orc. He stood alone against this terrible foe, his armour rent, wielding nothing by an oaken branch as a shield. Azog, the Defiler, learned that day that the line of Durin would not be so easily broken. Our forces rallied and drove the orcs back. Our enemy had been defeated. But there was no feast, nor song, that night, for our dead were beyond the count of grief. We few had survived. And I thought to myself then, there is one who I could follow. There is one I could call King."

Thorin overhearing them turned away from the view beyond the cliff the entire Company now awake and standing in awe, staring at him. Thorin walked between them toward the fire. Peggy along with Jarvis and Sousa who were now also awake were in awe at the story.

"But the pale orc? What happened to him?" Bilbo asked

"He slunk back into the hole whence he came. That filth died of his wounds long ago." Thorin said

Unknown to the Company on another cliff across the valley. A group of Wargs and Orcs was there, spying on the Company. Yazneg, their leader, began to talk to the rest.

"Send word to the Master. We have found the Dwarf-scum." Yazneg said

The next day The Company was riding their ponies through a muddy forest of which it had clearly rained sometime before. They all felt cold, wet, and miserable. Jarvis was atop a horse and seemed to be keeping himself together despite the weather.

"You seem to hold yourself on a horse well Mr. Jarvis" Peggy noted seeing Jarvis held himself well on the horse despite the weather

"Horse riding is a popular past time for Ana and I." Jarvis explained

"I guess Stark is also a betting man on horses too" Sousa said

"Well yes he is." Jarvis said

Bilbo was confused at this idea of betting on horses. Before he could say anything a question was asked.

"Mr. Gandalf, can't you do something about this deluge?" Dori said

"It is raining, Master Dwarf, and it will continue to rain until the rain is done. If you wish to change the weather of the world, you should find yourself another wizard." Gandalf said

Peggy's ears piped up at this and was about to ask what that meant the idea of another wizard being around but Bilbo beat her to it.

"Are there any?" Bilbo asked

"What?" Gandalf replied

"Other wizards?" Bilbo asked

"There are five of us. The greatest of our order is Saruman, the White. Then there are the two Blue wizards; you know, I've quite forgotten their names." Gandalf explained

"And who is the fifth?" Bilbo asked

"Well, that would be Radagast, the Brown." Gandalf replied

"Is he a great Wizard or is he... more like you?" Bilbo asked yet again

Gandalf looked slightly offended. Peggy was listening and confused by Gandalf's response

"I think he's a very great wizard, in his own way. He's a gentle soul who prefers the company of animals to others. He keeps a watchful eye over the vast forest lands to the East, and a good thing too, for always Evil will look to find a foothold in this world." Gandalf explained

At that exact same moment Radagast was running through a forest. He then examined a dying plant that he found.

"Not good; not good at all." Radagast said in shock

As Radagast continued running, many dead animals were notably lying around. Radagast then plucked up a mushroom putting it in his bag. He then felt and tastes the sap of a tree which appeared to be infected which caused him to grows more and more worried. He then whistled, as his bird appeared to him. Radagast lifting his hat, and the bird and its mate land in their nest, which is on Radagast's head. Radagast then looked over and gasped at what he saw running over to a hedgehog lying on the floor that appeared to be dying which he began cradling.

"Oh no! Sebastian! Good gracious." Radagast said in sadness

Running through the forest, Radagast brings Sebastian to his home, Rhosgobel. There, he attempts to cure the hedgehog using various medicinal and magical techniques, to no avail. The hedgehog's family surround it, but Radagast then began shooing them away

"Move back! Give him some air, for goodness sake!" Radagast said annoyed

Radagast then began continuing his treatments, but they didn't work. The hedgehog writhes in pain.

"I don't understand why it's not working; it's not as if it's witchcraft..." Ragast said in confused

A strange look then came over his face

"Witchcraft. Oh, but it is. A dark and powerful magic." Radagast said now more concerned

Hearing a noise, Radagast looked up and saw several giant spiders crawling up the side of his house. Radagast hurriedly began bracing his door shut with a bench. The hedgehog suddenly croaked, gasping for air, then seemingly expires. Radagast felt like he was about to cry however, the house began to starts creaking with the sound of the spiders crawling over the roof. Radagast ran over to his staff pulling out the blue stone embedded at the top. As all the small rodents and other animals in his house began flee, Radagast cradled Sebastian and whispered a spell, while holding the blue stone to the hedgehog's muzzle.

* * *

Meanwhile back with the Company as they seemed to have stopped for awhile.

"I did not know that they were yours to keep." Thorin said

With that Gandalf stomped off angrily, leaving the Company. Peggy then looked confused as she began walking after him with Jarvis and Sousa following her

"Everything alright? Gandalf, where are you going?" Bilbo asked

"To seek the company of the only one around here who's got any sense." Gandalf said

"Who's that?" Bilbo said

"Myself, Mr. Baggins! I've had enough of dwarves for one day." Gandalf yelled out

"And you're just going to leave those of us who aren't Dwarves here then?" Peggy yelled out in response but got no answer "Damn old codger."

"Come on, Bombur, we're hungry." Thorin said trying to ask the overweight Dwarf for food

"Is he coming back?" Bilbo said looking over to Balin

Balin could only give him a look of uncertainty. Peggy sighed in frustration as she then looked back to Sousa and Jarvis who were concerned over what the Wizard's absence could do to the Company. With that Peggy then began to take charge.

"Well Bombur you heard Thorin begin making food for the Company" Peggy ordered the overweight Dwarf.

Bombur looked over to Thorin confused that she was giving orders

"And what is it woman that makes you qualified to start giving us orders?" Thorin asked annoyed at her taking over suddenly.

"In my book experience outranks everything. And I think I'm on equal ground with you Lord Thorin. You don't know half of what I've seen" Peggy said walking away to the other Dwarves who then began setting up camp with her. Thorin was about to respond but Sousa then put his hand on his shoulder as Jarvis then also stepped up.

"Just do what Peggy says" both said

The two then walked away as Thorin begrudgingly followed them to help set up camp.

Author's Note: Well that's that chapter done. Sorry if some of the wording was off. To make things easier I'm using a transcript as reference and since it's formatted like a film script I was having a difficult time formatting it into this form of writing. I hope you all understood things okay. Anyway hope you enjoyed and are looking forward to more. This is your friend Steve993 and I'll see you next time.


	5. Trolls, Orcs and Elves

Author's Note: For anyone who has reviewed then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're reading I hope you enjoy.

* * *

It was now nighttime, Bombur as had prepared a dinner of soup, and the dwarves were now eating it. Jarvis helped out which Bombur argued with at first but eventually agreed to him helping. The Dwarves at first were sceptical of Jarvis's cooking abilities but they were surprised that he managed to help make a decent soup.

"He's been a long time." Bilbo said

"Who?" Bofur asked

"Gandalf." Bilbo answered

"He's a wizard! He does as he chooses. Here, do us a favor: take this to the lads and the lady if she wants some more." Bofur said

Bofur handed Bilbo two bowls of soup to take to Fili and Kili as he then left to do so. Bombur tried to take more soup but was stopped by Bofur

"Stop it, you've had plenty." Bofur said

"Such unpleasant manners" Jarvis said to himself as he was eating.

Peggy having finished her dinner decided to take a stroll noticing, Bilbo go out in the dark to where Fili and Kili were watching the ponies. They were staring out into the dark and didn't take the soup from Bilbo when he handed it to them.

"What's the matter?" Bilbo asked

"We're supposed to be looking out for the ponies." Kili answered

"Only we've encountered a slight problem. We had sixteen. Now there's fourteen." Fili said

"So you're basically saying you lost them?" Peggy asked as the two Dwarves and Hobbit were startled by her suddenly being there as if they were kids being caught by a teacher doing something wrong on school premises.

"Yes" Fili answered sheepishly

They all examined the group of ponies.

"Daisy and Bungo are missing." Kili said

"Well, that's not good. That is not good at all. Shouldn't we tell Thorin?" Bilbo asked

"You're sure that's wise? Knowing how he reacts to things he'll probably blow a gasket if he finds out" Peggy said

"Uhh, no you're right Agent Carter. Let's not worry him. As our official burglar and since you say you're a spy in your world, we'd thought you two might like to look into it." Fili said

Peggy sighed at the two for having made this mistake as both she and Bilbo looked around as Bilbo then noticed some trees recently uprooted and laying on the ground.

"Well, uh...look, something big uprooted these trees." Bilbo said

"No doubt their doing" Peggy said

"That was our thinking." Kili said

"Something very big, and possibly quite dangerous." Bilbo said

"A horse might be dangerous to some but this on closer inspection looks to be the work of something much bigger. What creatures do you have here exactly do you think could cause such damage" Peggy asked

"Hey! There's a light. Over here! Stay down." Fili said

Peggy looked over to where Fili was pointing as there was indeed a light of which the four of them quietly ran through the forest towards it. They hid behind a log realising that it is a fire. Harsh laughter sounds from near the fire.

"What is it?" Bilbo asked

"Trolls." Kili answered

"Well that answers that" Peggy said surprised at what they were about to encounter. She wondered just how many fantastical creatures were there in this realm?

Fili and Kili ran towards the fire, Bilbo started to follow them as did Peggy, but Bilbo then returned to grab the two bowls of soup he left on the log as Peggy signalled him to come on. Bilbo hid behind a tree with Peggy as her eyes widened to seeing a massive mountain troll walking toward the fire, carrying a pony under each arm.

"He's got Myrtle and Minty! I think they're going to eat them, we have to do something." Bilbo said

"Yes you should. Mountain trolls are slow and stupid, and you're so small, they'll never see you." Kili said

"No, no, no..." Bilbo said

"It's perfectly safe! We'll be right behind you." Kili said

"If you run into trouble, hoot twice like a barn owl, once like a brown owl." Fili said

"Well this is bloody great" Peggy said in annoyance at the two's odd plan

Fili and Kili pushed Bilbo toward the fire. He began whispering Fili's instructions to himself, trying to remember them, but was getting mixed up.

"Twice like a barn owl, once like a brown...? Are you sure this is a good idea?" Bilbo said

Bilbo turned around, but Fili and Kili were already out of sight as Peggy was still there holding her hands up as if to say "I have no idea" as she was rubbing her face in frustration at this idea.

"Go on I'll keep lookout" Peggy said to Bilbo who walked off

The three trolls, Tom, Bert, and William, sat around a fire on which a cauldron of something is cooking. Tom is the troll who brought the ponies. William has on a dirty vest. Bert is the cook and is wearing an apron.

"Mutton yesterday, mutton today, and blimey, if it don't like like mutton again tomorrow." Bert said

"Quit yer' griping. These ain't sheep. These are West Nags" Tom said

"I don't like horse. I never have. Not enough fat on them." William

"Well, it's better than the little old farmer. All skin and bone, he was. I'm still picking bits of him out of me teeth." Bert said

William sneezes into the pot they had boiling over a fire.

"Well, that's lovely, it is, a floater." Bert said

"It might improve the flavour!" Tom said

"Ah! There's more where that came from." William said

He began to sneeze more, but Bert grabbed him by the nose. Bilbo, unseen, got behind them. Peggy was still carefully hiding and observing Bilbo while wincing at the disgusting Trolls.

"Oh no you don't." Bert said

Bert threw William down.

"Sit down." Bert said

William sneezed again, this time into a handkerchief he pulled out from behind him which he sniffs for a long time. Bilbo, reached the pen in which the ponies are held, in an attempt to untie the ropes. He then hid as William turned towards him.

"I hope you're going to gut these nags. But I like the stinky parts." William said

Bert hit William with his ladle, and as William squealed in pain.

"I said sit down!" Bert ordered

"I'm starving! Are we having horse tonight or what?" Tom asked

"Shut your cakehole. You'll eat what I give ya'." Bert said with annoyance

As William pulled out his handkerchief, Bilbo noticed that he was wearing a long knife in his belt. Bilbo, unable to untie the ropes restraining the ponies, attempted to get the knife from the troll.

"How come he's the cook? Everything tastes the same. Everything tastes like chicken." Tom said in annoyance

"Except the chicken." William said

"It tastes like fish!" Tom said

"I'm just saying, a little appreciation would be nice. 'Thank you very much, Bert,' 'Lovely stew, Bert'; how hard is that? Hmm, it just needs a sprinkle of squirrel dung." Bert said

William picked up a mug of drink, but Tom began to get mad at him.

"There, that's my grog!" Bert yelled in frustration

"Uhh, uhh, sorry." William said apologetically

Bert hit William with his ladle again, knocking him down as he got back up. Bert tasted the soup in his ladle.

"Ooh, that is beautifully balanced, that is." Bert said

Bert let Tom taste some of the soup in the ladle as Tom gulped it down.

"Wrap your tongue around that, mate. Good, isn't it? That's why I'm the cook." Bert said

Bilbo got behind William and tried to reach for the knife, but William stood up and scratch his bottom leaving Bilbo disgusted. Peggy turned away too grossed out but she sighed in relief knowing that these trolls were so stupid that perhaps Bilbo could pull this off.

"That's my guts rumbling, I've got to snaffle something, flesh or meat, flesh!" Tom said

Wiilliam, who was about to sneeze, reached behind him for his handkerchief, but accidentally grabbed Bilbo instead, and sneezed all over him. He then realised that he wasn't holding any ordinary booger. Peggy then noticed this.

"Well bugger" Peggy said to herself

"Ahh! Blimey! Look! Look! Look what's come out of me 'ooter! It's got arms and legs and everything." Wiliam yelled in alarm

The other trolls gathered around to look as Peggy then hid realising she shouldn't have jinxed it by thinking what she thought.

"Well so much for the plan then" Peggy whispered to herself as she tried to assess the situation and figure out how she was going to get in there

"What is it?" Tom asked

"I don't know, but I don't like the way it wriggles around!" William yelled

William shook Bilbo, covered in snot, off the napkin and onto the ground.

"What are you? An oversized squibble?" Tom asked

"I'm a burglar- uhh, Hobbit." Bilbo answered

Peggy face palmed. This isn't going to get better unless she did something.

"A Burglar-Hobbit?" William said in confusion

"Can we cook 'im?" Tom asked

"We can try!" William said realising they could eat Bilbo

William tried to grab Bilbo, but he dodged, only to be cornered by Bert. Peggy was about to run in as she pulled out the dagger she had earlier bracing herself for combat

"He wouldn't make more than a mouthful, not when he's skinned and boned!" Bert said

"Perhaps there's more Burglar-Hobbits around these parts. There might be enough for a bite." Tom said

"Grab him!" Bert ordered

"It's too quick!" William replied

As the trolls began to try and catch Bilbo, he ran around trying to dodge them with Bert accidentally hitting William with his ladle while trying to hit Bilbo. Bilbo is eventually caught by the legs by Tom, and held upside down in the air.

"Come here, you little... Gotcha! Are there any more of you little fellas hiding where you shouldn't?" Tom asked

"No." Bilbo answered

"He's lying." William said

"No I'm not!" Bilbo said in an attempt to get out of this

"Hold his toes over the fire. Make him squeal." William said

Suddenly Peggy ran in as she pointed her dagger at the alarmed Trolls.

"I wouldn't if I were you" Peggy said with authority in her voice that made the Trolls cower a little

"What is that?" William asked

"You dunderhead it's a lady" Tom answered

"Yeah but she's way too pretty to be any ordinary lady" Bert said confused by Peggy's appearance and wondering where she came from

"Yeah. Can we eat her though?" William asked

"No. She might be one of them Elves" Bert said in alarm

The Trolls then became fearful as Peggy was confused. Were Elves extremely powerful or something?

"You're not going to put a spell on us are you?" William asked fearfully

"I might" Peggy replied "Put him down or so help me I will cast a horrific spell on all of you."

The Trolls looked to each other but then looked at Peggy

"Go on then. Cast your spell witch" Bert said challenging Peggy

"Are you sure that's wise Bert?" Tom asked

Peggy contemplated as she tried to think of how to do this. When she noticed Gandalf earlier he only sometimes casted spells with his voice most of the time it seemed to come from the power of his staff but perhaps these Elves were different? She decided to use words hoping this would work.

"By the power of the gods, here me now! I command you to send me an army so I may smite these trolls from where they stand. And if you don't. Then to hell with you bloody sods." Peggy said doing her best Gandalf style proclamation of a spell. Nothing happened. The Trolls then laughed at her.

"You have no power over us Elf witch" Bert said dismissing ehr

Kili suddenly as if to answer Peggy's call, ran out of the bushes and cut William in the leg, making him howl and fall down.

"Drop him!" Kili ordered

"You what?" Tom asked

"I said, drop him." Kili said threateningly

Tom threw Bilbo at Kili as Bilbo landed on Kili, knocking them both down as Peggy ran to help them up. The rest of the Company then charged out of the bushes yelling and brandishing their weapons. They began fighting the trolls, hacking, slashing, and hammering their legs. Peggy then ran toward Sousa and Jarvis.

"Are you alright?" Sousa asked

"Yes I'm fine" Peggy asked

"Ms. Carter while I'm sure there's a perfectly good explanation as to what is going on I do wish you could warn us next time you go out on a potential suicide mission" Jarvis said

"Noted Mr. Jarvis. Now let's go help Bilbo" Peggy said as the three returned to the fight

As the Dwarves and the trio fought, Bilbo managed to grab William's knife and cut the ropes, freeing the ponies. Tom, after seeing this, quickly grabbed Bilbo. The dwarves and the trio stopped fighting when they saw the trolls holding Bilbo by the arms and legs.

"Bilbo!" Kili yelled in alarm

"Lay down your arms, or we'll rip his off." Tom said threateningly

"Also call off the Elf witch." William said worried at what Peggy might do to them

Jarvis and Sousa looked at Peggy in confusion. Thorin looked at Bilbo in frustration, and then put his sword into the ground in defeat. The others dropped their swords and weapons as well.

* * *

Later The trolls had now tied several dwarves and Jarvis onto a spit and were roasting them over a fire the rest, Peggy, Sousa and Bilbo, were tied up in sacks nearby.

"I don't know what it is about people in this realm trying to eat me but I assure you I don't taste that good" Jarvis yelled out in fear as Bert slapped him as he then gave a small yelp.

"Why bother cooking them? Let's just sit on them and squash them into jelly." William said offering an alternative to their meal

"They should be sautéed and grilled with a sprinkle of sage." Bert added his own argument to the discussion

"Ooh, that does sound quite nice." William said agreeing with him

The dwarves on the spit and in the bags were all making noises and talking in fear. Peggy looked up at Jarvis and signalled him to stay quiet as Sousa then looked back at his crutch trying to move towards it

"Never mind the seasoning; we ain't got all night! Dawn ain't far away, so let's get a move on. I don't fancy being turned to stone." Tom said outloud not realising the stupidity of what he just said

Peggy's ears piped up at this. She then looked at Bilbo, who also heard what Tom said.

"Are you pondering what I'm pondering Mr. Baggins?" Peggy asked

"I certainly hope I am Ms. Carter" Bilbo replied

Bilbo managed to move as did Peggy albeit still in their bags

"Wait! You are making a terrible mistake." Bilbo yelled out

"You can't reason with them, they're half-wits!" Dori said

"Half-wits? What does that make us?" Bofur asked

"Barbarians with no table manners" Jarvis said to himself as he tried to move away from the fire that was slowly approaching him

Both Bilbo and Peggy managed to stand up, although still tied up in a sac as they faced the trolls.

"I meant with the, uh, with the seasoning." Bilbo said

"What about the seasoning?" Bert asked

"Well have you smelt them? You're going to need something stronger than sage before you plate this lot up." Bilbo said

The dwarves began to yell at Bilbo, calling him a traitor as Sousa and Jarvis looked at Peggy as she nodded to them as they stayed quiet knowing that this was a distraction. The ones in sacks kicked Bilbo

"What do you know about cooking dwarf?" Tom asked a little bit sceptical

"Shut up. Let the, uh, flurgaburburrahobbit talk." Bert said allowing Bilbo and Peggy to talk

"Uh, the secret to cooking dwarf is, um-" Bilbo said stammering to come up with a lie

"Yes? Come on, tell us the secret." Bert asked with anticipation

"Um, yes, I'm telling you, the secret is … to skin them first!" Bilbo said without further hesitation

Major objections came from the dwarves as they threatened to beat and kill Bilbo.

"I'd also advise cutting those beards off. Awful dreadful things you'll choke on all that hair" Peggy added

"Tom, get me the filleting knife." Bert said to his comrade

"What a load of rubbish! I've eaten plenty with their skins on. Scuff them, I say, boots and all." Tom said not buying this advice

Bilbo and Peggy then noticed Gandalf slipping behind some trees nearby.

"He's right! Nothing wrong with a bit of raw dwarf! Nice and crunchy." William said

William grabbed Bombur, who was in a sack, and began to dangle him upside down over his mouth, about to eat him. He then noticed Sousa trying to get to his crutch but he grabbed him as well.

"Not so fast man. That's my new back scratcher" William said

"Not that one, he's infected!" Bilbo yelled trying to save Bombur

"Same with that one!" Peggy added trying to save Sousa

"You what?" Tom asked in confusion

"He's got worms in his … tubes." Bilbo said hesitantly as he came up with his lie

"And that one has a rash in his leg" Peggy added

William dropped Bombur back into the pile of Dwarves in disgust along with Sousa who tried and failed to grab his crutch while being dropped.

"In fact they all have it, they're all infested with parasites. It's a terrible business; I wouldn't risk it, I really wouldn't." Bilbo said as calmly as he could

"It was so bad that it spread to those two men as well giving them rashes. Dreadful awful epidemic" Peggy said with no hesitation

"Parasites, did he say parasites?" Oin said in confusion

"We don't have parasites! You have parasites!" Kili yelled out

The rest of the dwarves chimed in about how they didn't have parasites and how Bilbo and Peggy were fools. Bilbo rolled his eyes as the dwarves messed up his and Peggy's plan while Peggy sighed in frustration. Thorin, who began to understand their plan, kicked the others as did Sousa. They then began understand and went along with it.

"I've got parasites as big as my arm." Oin yelled out

"Mine are the biggest parasites, I've got huge parasites!" Kili added

All the dwarves then began proclaiming about how they're "riddled" with parasites.

"I also get bad cramps when I'm itchy and right now there's a horrid itch I can't scratch" Jarvis added trying to save his own life

"What would you have us do, then, let 'em all go?" Tom asked the two

"Well..." Bilbo said but eas interrupted by Peggy

"Nothing gets past you doesn't it?" Peggy said to them

"You think I don't know what you're up to? This little ferret and this hag is taking us for fools!" Tom said annoyed by the two's attempts at delaying them

"Ferret?" Bilbo said insulted

"You called me pretty earlier now you call me hag? I'll put a spell on you I mean it" Peggy said annoyed while threatening the Trolls

"Fools?" Bert said in confusion

Gandalf suddenly then appeared on top of a large rock above the clearing.

"The dawn will take you all!" Gandalf proclaimed

"Who's that?" Bert asked

"No idea." Tom replied

"Can we eat him too?" William asked

Gandalf then hit the rock with his staff, splitting it in half, allowing the sunlight behind it to pour into the clearing. When the sunlight touched the trolls' skin, they began turning into stone amidst loud screams and howls of pain. Within seconds, there were three stone statues of trolls in the clearing. All the dwarves cheered for Gandalf as Peggy smiled and sighed in relief that the ordeal was over. Of course, the dwarves on the spit, including Dwalin, still looked uncomfortable as did Jarvis

"Oh, get your foot out of my back!" Dwalin shouted

"Oh sorry" Jarvis said

* * *

It was now morning as the dwarves, as well as Sousa and Jarvis have since been freed from the spit and from the sacks. Gandalf walked to one of the troll statues and thumped it with his staff, with a pleased smile on his face.

"Where did you go to, if I may ask?" Thorin asked Gandalf

"To look ahead." Gandalf answered

"What brought you back?" Thorin asked

"Looking behind. Nasty business. Still, you are all in one piece." Gandalf said

"No thanks to your burglar or the woman." Thorin said

Jarvis was shocked at what Thorin said while Sousa looked as if he was about to hit Thorin but Peggy held him back.

"Daniel don't." Peggy said pleading with him not to do anything as much as he wanted to punch the Dwarf Prince for his insult towards her.

"Both of them had the nous to play for time. None of the rest of you thought of that. Gandalf said annoyed at their carelessness and the lack of appreciation they had for Bilbo and Peggy's idea.

"All that pride and arrogance will do you no good. Is this common for you? To think you're right all the time? Perhaps you should get your head out of your arse sometime and maybe compliment the people who aren't you when they do something right" Peggy said annoyed by Thorin's arrogance

Thorin looked repentant as he stared intently at Peggy who stared back annoyed at him. Gandalf and Thorin examined the statues of the trolls.

"They must have come down from the Ettenmoors." Gandalf said

"Since when do mountain trolls venture this far south?" Thorin asked

"Not for an age, not since a darker power ruled these lands." Gandalf said

Gandalf and Thorin looked meaningfully at each other. Peggy watched this exchange with anticipation wondering what they were getting at.

"They could not have moved in daylight." Gandalf said realising

"There must be a cave nearby." Thorin said

The company then found a large cave nearby, and they entered it. It was full of treasure the trolls were hoarding.

"What's that stench?!" Nori yelled out in disgust

"Oh I could think of a couple of things all of them unpleasant" Jarvis said while trying not to gag

"It's a troll horde. Be careful what you touch." Gandalf answered

As they entered the cave, many of the dwarves coughed and retched at the pungence as Peggy then put her hand on Sousa's shoulder concerned as she noticed him getting sick but he brushed her off stating he was fine. Inside, they found piles of gold coins and other treasure in caskets.

"Seems a shame just to leave it lying around. Anyone could take it." Bofur said

"Agreed. Nori, get a shovel." Gloin said

Peggy rolled her eyes and then turned to Jarvis "Something tells me Howard would get along with these Dwarves. They're ignorant and love money and probably love their ale"

"Stark is the kind of guy I imagine has a vault that's swimming with coins that he dives into from a diving board" Sousa said

"No I'm afraid he doesn't and I wouldn't risk saying it to him at the risk of him doing that idea and hurting himself" Jarvis said

"Oh Mr. Jarvis, Howard is a little ignorant sometimes but he's not that stupid it's only a bit of fun" Peggy said

"You have no idea what a bottle of whiskey could do to him to make him agree to such a ludicrous idea" Jarvis said

While exploring, Thorin finds two swords covered in cobwebs as Gandalf then approached him.

"These swords were not made by any troll." Thorin said

Thorin handed one sword to Gandalf while keeping the other one for himself

"Nor were they made by any smith among men." Gandalf added

Gandalf drawed the sword in his hand out of its sheath a few inches. Peggy, Sousa and Jarvis then approached them.

"These were forged in Gondolin by the High Elves of the First Age." Gandalf said

Realizing that they were Elven swords, Thorin started to put his away in disgust as Peggy frowned at him while being confused as to why he was throwing away a perfectly good weapon.

"You could not wish for a finer blade." Gandalf said

Unwillingly, Thorin held on to the sword as he drew it out of its sheath a few inches as well.

"So what is your problem with these Elves exactly?" Peggy asked him

Thorin gave no answer as he walked away.

"Is that Mr. Oakenshield's response to everything?" Jarvis asked confused as to why the Dwarf Prince was reluctant to speak about really anything.

"The conflict between Elves and Dwarves is something I'd wish not to delve into at this time my lady and lords. Perhaps another time. Sooner than you think" Gandalf said with a tone of ominousness that confused them.

Peggy then noticed a sword amongst the webs as she then picked up and took it out of it's sheath and swung it around.

"Seems well balanced enough." Peggy said examining it

She then picked up two swords and handed them to Sousa and Jarvis who took them from her

"Are you sure you can handle this Daniel?" Peggy asked

"I'll be fine Peggy" Sousa replied

"Well now those Orcs will think twice before coming towards me. They have no idea of my fencing skills" Jarvis said with pride

"And when you're done knocking them down perhaps you maybe able to use your patented tortoise of fury" Peggy added with a hint of sarcasm

"Quite right Ms. Carter" Jarvis replied as he felt embarrassed as he noticed Sousa being confused as to what that meant.

Meanwhile some of the dwarves were filling a chest with treasure, then buried it in a hole in the ground. Dwalin looked on in disgust.

"We're making a long term deposit." Gloin said

"Let's get out of this foul place. Come on, let's go. Bofur! Gloin! Nori!" Thorin ordered his kin as they began to leave as did Peggy, Jarvis and Sousa.

On his way out, Gandalf stepped on something metallic. Brushing aside the leaves beneath him with his staff, he then found another sword. Gandalf exited the cave and headed over to where Bilbo is sitting. He then handed Bilbo the sword he just found.

"Bilbo, here. This is about your size." Gandalf said handing the blade to him.

"I can't take this." Bilbo said trying to give it back to Gandalf

"The blade is of Elvish make which means it will glow blue when orcs or goblins are nearby." Gandalf said

"I have never used a sword in my life." Bilbo said

"And I hope you never have to. And if you do, remember this true courage is about knowing not when to take a life, but when to spare one." Gandalf said giving words of wisdom to the Hobbit

Peggy smiled at Gandalf's wisdom. Though he was sometimes odd she was glad he was on this mission to guide them.

"Something's coming!" Thorin yelled

"Gandalf-" Bilbo was about to continue but was interrupted

"Stay together! Hurry now. Arm yourselves." Gandalf ordered

Bilbo slowly drew his sword and looked at it. He then followed the others, who ran off into the woods. He managed to catch up as he stands near Peggy, Sousa and Jarvis who had drawn their swords.

We find that the seemingly on coming threat was Radagast who was riding at full speed through the forest on his rabbit-drawn sled. He then pulls up short by the Company.

"Thieves! Fire! Murder!" Radaghast shouted

Peggy looked at Jarvis and then to Sousa in confusion. Who was this odd man?

"Radagast! Radagast the Brown. What on earth are you doing here?" Gandalf asked

"This is the wizard you talked about earlier?" Sousa asked confused that this odd man was a wizard like Gandalf

"I was looking for you, Gandalf. Something's wrong. Something's terribly wrong." Radaghast said worryingly

"Yes?" Gandalf asked

Radagast opened his mouth to speak, but then shut it. He opened his mouth again, but closed it again. He seemed to have forgotten what he was going to say.

"Just give me a minute. Oh, I had a thought, and now I've lost it. It was right there, on the tip of my tongue." Radaghast said confused as to what he was trying to remember

"Have you ever thought of writing things down Mr. Wizard?" Jarvis asked

Ignoring Jarvis, he then curled up his tongue, looking surprised.

"Oh, it's not the thought at all; it's just a little-" Radagast was saying before he was interrupted

Gandalf went to Radaghast and pulled a stick insect out of Radagast's mouth.

"-stick insect!" He finished

The dwarves. Peggy, Sousa, Jarvis and Bilbo looked flustered. Radagast and Gandalf then went off a few paces and began to speak privately.

"The Greenwood is sick, Gandalf. A darkness has fallen over it. Nothing grows any more, at least nothing good. The air is foul with decay. But worst are the webs." Radaghast said not feeling well over what he had learned.

"Webs? What do you mean?" Gandalf asked

"Spiders, Gandalf. Giant ones. Some kind of spawn of Ungoliant, or I am not a Wizard. I followed their trail. They came from Dol Guldur." Radagast replied

"Dol Guldur? But the old fortress is abandoned." Gandalf said confused

"No, Gandalf, it is not." Radagast said

Radagast then explained his prior journey of when he explored the old fortress when he chased after the spiders which attacked Rhosgobel.

"A dark power dwells there, such as I have never felt before. It is the shadow of an ancient horror. One that can summon the spirits of the dead. I saw him, Gandalf. From out of the darkness, a Necromancer has come." Radagast explained

Radagast then "woke up" from his story, realising that he had gotten very excited during his tale.

"Sorry." Radagast said

"Try a little Old Toby. It'll help settle your nerves." Gandalf said trying to help his friend.

Gandalf cleaned his pipe with his beard, then offering it to Radagast who then began breathing in the smoke.

"And out." Gandalf said calmly

Radagast, with his eyes crossed and a blissful look on his face, blew out the smoke, then staying in a trance-like state for a few seconds.

"Now, a Necromancer. Are you sure?" Gandalf asked his friend

Radagast pulled out a cloth-wrapped package and handed it to Gandalf. Gandalf untied it and opened it. Upon seeing its contents, he began to look concerned.

"That is not from the world of the living." Radagast said

Peggy was confused as to what the wizards were talking about but from what she could pick up it sounded like a potential problem. Suddenly, a howl was heard in the distance.

"Was that a wolf? Are there wolves out there?" Bilbo asked

"Well that's one creature we may yet recognise in this realm" Jarvis said thankful to hear of something familiar but was still alarmed at the prospect of being attacked

"Wolves? No, that is not a wolf." Bofur said

From behind a nearby crag, a Warg appeared as it leaped into the midst of the Company, knocking down one of the dwarves as Sousa stood drawing his sword, Peggy and Jarvis doing the same. Thorin then slashed the Warg and killed it using Orcrist. Another Warg attacked from the other side as Kili shot it with an arrow, bringing it down. It then got back up, only to be killed by Dwalin.

"Warg-Scouts! Which means an Orc pack is not far behind." Thorin said

"Orc pack?" Biblo said fearful. He didn't get involved in the fight earlier when they met up with Peggy and her friends and now was fearful at the prospect of fighting

"Another one?" Sousa asked

"I guess they must have seen our handy work back when you found us" Peggy said trying to figure out a reason as to how they caught up with them.

"Who did you tell about your quest, beyond your kin?" Gandalf asked alarmed at the fact that they were now being hunted.

"No one." Thorin said with a stern demeanour

"Who did you tell?" Gandalf asked again with a tone of authority

"No one, I swear. What in Durin's name is going on?" Thorin said confused as to what was happening.

"You are being hunted." Gandalf said bluntly

"This is your fault." Thorin said pointing at Peggy "If we hadn't rescued you three and killed that pack they probably wouldn't have found the bodies which led them to us"

Peggy walked up to Thorin annoyed at his attitude

"Mr. Oakenshield whether it is our fault or not we had no idea of your prior conflicts coming to this realm. It is my guess that these creatures have been hunting you for far longer than since we got here. But if you wish to continue to blame someone else for mistakes they can't possibly be responsible for then I suggest stopping because it's not going to get you anywhere. You're quite frankly becoming a bit of an arrogant arse" Peggy said annoyed at him.

"Pride and honour are two things that could potentially hurt you Thorin." Sousa said

"What would you lot know of honour? A woman, a cripple and a servant. You're not true warriors. You have not seen what I have seen!" Thorin yelled.

"I've seen more than you know as have these two men. We're going to be with you on this journey for the rest of it so I'd advise you to start treating us with respect." Peggy said trying to reason with the Dwarf prince.

"You want my respect Agent Carter? Earn it" Thorin said seemingly not caring at what she had to say

"Enough all of you!" Gandalf yelled as Radagast was confused and a little frightened at this exchange.

"We have to get out of here." Dwalin said realising the situation could be dire

"We can't! We have no ponies they bolted." Ori said

"I'll draw them off." Radagast said offering to help them

"These are Gundobad Wargs they will outrun you." Gandalf said knowing his friend wouldn't stand a chance.

"These are Rhosgobel Rabbits I'd like to see them try." Radagast said with all his confidence

Peggy was a little confused by the mad wizard in front of them thinking that he'd stand a chance with those rabbits. Rabbits can only move so far these weren't horses he was using after all.

Meanwhile Yazneg, the orc leader of the Warg Riders, and his Wargs were searching through the forest for the Company. Suddenly, Radagast and his rabbits shot out of the forest, as the Wargs started to chase him.

"Come and get me! Ha ha!" Radagast yelled out with enthusiasm.

Gandalf watched from behind a rock as Radagast and the Wargs disappeared in the distance.

"What a strange person" Jarvis said pretty much summing up the oddness of Radagast the Brown.

"Come on!" Gandalf ordered the Company

The Company then began rushing across a rocky plane. As the Company ran across the plain, they looked back to see the Wargs not too far from them. They then hid behind the rocks.

"Stay together." Gandalf ordered

"Move!" Thorin yelled

As the chase continued, Thorin stopped behind a rock so that he wasn't seen by the Wargs. Ori then started to run out of the cover.

"Ori, no!" Thorin yelled in response to his kin being almost lost

Jarvis ran back towards Ori as he then helped Ori run along.

"Come on! Quick!" Gandalf ordered as they ran along

As the dwarves, hobbit and three humans continued running, Thorin turned to Gandalf.

"Where are you leading us?" Thorin asked slightly alarmed

Gandalf didn't answer. As the Warg scouts continued to chase Radagast, one of them stopped to scent the air. The Company took cover behind an outcropping of rock. The scout and his Warg then appeared on top of the outcropping, scenting the air. Thorin then looked at Kili who then nodded readying an arrow, Kili quickly stepped out shooting the Warg. The Warg and the orc on it then fell near the dwarves, as the dwarves then killed them with Peggy plunging her sword into it as well. The sounds of their fight carried quite far the other Wargs and Orcs then stopped chasing Radagast as they heard roars and screams from behind the rocks

"The Dwarf-scum are over there! After them!" Yazneg ordered his troops

The Warg scouts howled as they stopped pursuing Radagast and began pursuing the Company.

"Move. Run!" Gandalf ordered the Company

The company ran through a grassy plain as Wargs began to surround them from all sides.

"There they are!" Gloin yelled

"This way! Quickly!" Gandalf ordered them to follow him

"Mr. Gandalf are you sure you're leading us on the right path?" Jarvis asked

Gandalf didn't answer Jarvis's question. They ran for a while longer, as they then halted in a clearing as they saw Wargs on all sides.

"There's more coming!" Kili said alarmed

"Kili! Shoot them!" Thorin yelled out to his kin

Looking around, Gandalf saw a large rock. He then ran toward it and disappeared.

"We're surrounded!" Fili said

"Where is Gandalf?" Kili asked

"He has abandoned us!" Dwalin replied annoyed that the wizard had apparently run off again

"Is this a common thing for wizards? To bugger off when you need them most?" Peggy asked confused as to why the wizard had run off a second time.

Kili began shooting at the Warg and the Warg-riders, killing some of them. The dwarves gathered close to each other near the rock Gandalf disappeared by. As Yazneg and his Warg approached, Ori then shot a rock at them with his slingshot, to no effect. Thorin pulled out his sword as Peggy, Jarvis and Sousa armed theirs

"Hold your ground!" Thorin ordered his kin

Suddenly Gandalf popped up from a crack in the rock.

"This way, you fools!" Gandalf yelled out to them

"Come on, move! Quickly, all of you! Go, go go!" Thorin ordered

As the Wargs approached, the dwarves, Sousa, Jarvis and Bilbo slided into the large crack in the rock, sliding into a cave. Thorin then killed a Warg that got too close. Kili then shot another. Peggy then chopped off another's head off and then stabbed another.

"Kili! Agent Carter! Run!" Thorin yelled out to them

Thorin, Peggy and Kili ran jumping into the crack last. Just as Yazneg and his Wargs reached the crack, an Elvish horn sounded, and a group of mounted Elves rushed into the fray, shooting and spearing the Wargs and Orcs. The Company began listening to the conflict from inside the crack. One of the orcs, shot by an arrow, fell into the cave. Thorin plucked out the arrow and examined its make.

"Elves." Thorin said with distain and anger

Peggy looked at him again confused by his hatred for these Elves. What did they do to him and his kind to make him act this way?

Peggy's thoughts were interrupted as she noticed a pathway at the end of the cave, leading away.

"I cannot see where the pathway leads. Do we follow it or no?" Dwalin asked

"Follow it, of course!" Bofur said

"I think that would be wise." Gandalf said agreeing with the Dwarf

"I think we're inclined to agree too" Sousa said also agreeing on the behalf of the trio

The Company began following the path. It was quite narrow, being a crack between two tall cliffs. At times, the dwarves were having difficulty going through. The pathway eventually opened out into an open area where there is a valley below, and in that valley is the city of Rivendell.

"Oh my word" Jarvis said in shock at what he was seeing.

"Well I'll be a son of a gun" Sousa said noticing the river and city beyond it

"Blimey" Peggy said in surprised as she looked upon the beautiful environment that lied ahead

"The Valley of Imraldis. In the Common Tongue, it's known by a another name." Gandalf said as he noticed the trinity who had earlier joined them were floored by the look of the place

"Rivendell." Bilbo said in realisation as to where they were

"Here lies the last Homely House east of the sea." Gandalf said

"This was your plan all along, to seek refuge with our enemy." Thorin said annoyed at Gandalf's plan

"You have no enemies here, Thorin Oakenshield. The only ill-will to be found in this valley is that which you bring yourself." Gandalf said to the stubborn Dwarf Prince.

"Do you think the Elves will give our quest their blessing? They will try to stop us." Thorin said alarmed and worried at their mission being in possible jeopardy

"Of course they will. But we have questions that need to be answered. If we are to be successful, this will need to be handled with tact and respect and no small degree of charm. Which is why you will leave the talking to me." Gandalf said.

"I'd listen to him Grumpy." Peggy said sarcastically as she noticed Thorin looking at her annoyed as the Dwarves were confused but then snickered at Peggy's nickname for Thorin

"Watch your tongue woman" Thorin said threateningly

"Most of the time when people said that to me they ended up on the floor or I proved them wrong by accomplishing a task they thought I was incapable of doing. Don't get yourself involved in argument that you don't need to have Mr. Oakenshield it isn't worth it" Peggy said to the Prince who clearly wasn't having any of her talk towards him.

Thorin grimaced at her as she smiled in satisfaction knowing he couldn't say anymore as he looked to Sousa and Jarvis who didn't say anything as he then remembered what they told him earlier "To do what Peggy says." The Company then walked across a bridge entering Rivendell where a few elves were strolling about. Bilbo gazed in awe at the beauty of the place as did Peggy, Sousa and Jarvis who were amazed that it looked even more beautiful up close. The dwarves however looked uneasy.

"Well I've got my next holiday planned" Peggy said looking to Sousa who seemed to be in agreement with her.

"Noted Peggy" Sousa replied

Peggy then smiled at Sousa as Jarvis tried to act like he wasn't listening to their conversation but Peggy knew he was.

Author's Note: So yeah a bit of a long one. Anyway hope you enjoyed and are looking forward to the next one. This is your friend Steve993 sand I'll see you next time.


	6. Entering Rivendell

Author's Note: Sorry it took awhile but here's the next chapter. For anyone who has reviewed then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're reading I hope you enjoy.

* * *

The company entered Rivendell with the dwarves feeling a little uneasy. It was then that a dark-haired elf walked down a flight of stairs and greeted them.

"Mithrandir." Lindir said in recognition

"Ah, Lindir!" Gandalf replied

As Lindir and Gandalf greeted each other, the dwarves murmured amongst themselves in distrust. Peggy, Sousa and Jarvis however were confused by Lindir addressing Gandalf by a different name.

"What you think "Mithrandir" means?" Sousa asked

"I don't know." Peggy said confused but decided she'd ask maybe later.

"People do go by many names. Mr. Gandalf having another one especially for someone so ancient as he it might not be unheard of" Jarvis added.

"Yeah but we don't have the best experiences when it comes to people trying to forge new identities for themselves" Sousa said remembering Agnes Cully AKA Whitney Frost who changed her name and lifestyle in an effort to fulfil her mad ambitions.

"Well I doubt this one will go as bad as that one" Peggy said

"Lastannem i athrannedh i Vruinen." ("We 'heard you had crossed into the Valley.") Lindir said in his native tongue which Peggy also couldn't understand but she assumed this was the Elf language.

"I must speak with Lord Elrond." Gandalf said hoping to find one of his oldest allies

"My lord Elrond is not here." Lindir said

"Not here? Where is he?" Gandalf asked

Suddenly, the Elvish horns from before sounded again. The Company turned around as they saw a group of armed horsemen approaching along the bridge.

"Ifridî bekâr! ("Ready weapons!") Hold ranks!" Thorin said in his native form before changing to English.

"If I may perhaps speaking in a language we understand would work better next time? I can learn the language if you wish but it'll take some time do you have a book I can learn from?" Jarvis asked as he armed himself.

The dwarves bunched up together into a tight circle with their weapons pointed outward with Peggy, Sousa and Jarvis doing the same while Bilbo was unsure of what to do. The mounted Elves arrived and ran in circles around the dwarves. Eventually, they stopped, and one elf, Elrond, separated himself from the others.

"Gandalf." Elrond said with recognition and happiness

Gandalf bowed gracefully to his ally.

"Mellonnen! Mo evínedh?" ('My friend! Where have you been?') Gandalf asked

"Farannem 'lamhoth i udul o charad. Dagannem rim na Iant Vedui. Nartho i noer, toltho i viruvor. Boe i annam vann a nethail vin." ('We've been hunting a pack of Orcs that came up from the South. We slew a number near the Hidden Pass.') Elrond explained

Elrond dismounted from his horse, as he and Gandalf hugged

"Strange for Orcs to come so close to our borders. Something, or someone, has drawn them near." Elrond said

He then held up an Orc sword showing it to everyone, then handing it to Lindir.

"Ah, that may have been us." Gandalf said

Thorin stepped forward, as Elrond looked upon him with recognition.

"Welcome Thorin, son of Thrain." Elrond said welcoming the Dwarf Prince

"I do not believe we have met." Thorin replied

"You have your grandfather's bearing. I knew Thror when he ruled over the Mountain." Elrond said explaining how he knew his identity

"Indeed; he made no mention of you." Thorin said not caring what the Elf leader said

Ignoring this insult, Elrond turned to the dwarves and said something in Elvish which, translated, meant "Light the fires, bring forth the wine. We must feed our guests."

"What is he saying? Does he offer us insult?" Gloin asked

The dwarves grew bellicose.

"No, master Gloin, he's offering you food." Gandalf said correcting him

The dwarves quickly discussed this amongst themselves.

"Ah well, in that case, lead on." Gloin said

Jarvis rolled his eyes at the Dwarf's improper manners. Peggy however was once again to her own astonishment doing a double take while she and her friends stood behind the Dwarves in the back unnoticed by Elrond during this whole conversation. Peggy was confused as to why this man was the spitting image of Red Skull. Was this going to be a common thing? For her to see doubles of people she knew from her own world in this world? Steve reported Red Skull was dead but from what Howard vaguely learned about Hydra's weapon it was said to be connected to myths and magic. Peggy thought it was nonsense but after being transported to here she started to question that idea and seeing this double of Schmidt here didn't sit well with her even if he seemed to be their ally. Sousa noticed this and put his hand on her shoulder.

"You okay Peg?" Sousa asked in concern.

"That man looks exactly like Johann Schmidt" Peggy said in disgust at the name.

Now that he managed to look upon him a bit more Sousa noticed the striking resemblance between Elrond and the former deceased Hydra leader.

"Yeah that's something alright." Sousa said

"Perhaps this time we don't make a scene Miss Carter?" Jarvis asked with worry that Peggy would attack the Elf leader the way she did Thorin when she thought he was Heinz Kruger the man who assassinated Dr. Erskine.

"We'll see Mr. Jarvis. If he behaves himself" Peggy said folding her arms

Elrond then looked upon her and her companions now seeing them and noticing the sense of distrust on her face.

"Have I done something to offend you my lady?" Elrond asked in confusion.

"Not exactly. But I know someone who did and he looked like you" Peggy responded

Elrond raised his eyebrows at this "Tell me what business does a lady and two men have with Dwarves?" Elrond asked

"They are travellers Lord Elrond. From a distant land." Gandalf answered.

"From where?" Elrond asked the trio

"Well we aren't exactly on the map here but we are from a land called America on a planet named Earth." Peggy answered

"We agreed to travel with these Dwarves if they could get us home somehow." Sousa said

"But we'd be glad to join with you if you could help us?" Jarvis pleaded hoping to get away from the Dwarves as they glared at him.

"Perhaps you may tell us of your land over dinner. What is your name maiden?" Elrond asked Peggy as she still seemed distrusting of him

"Agent." Peggy responded as she walked past him. Sousa then walked up to Elrond. "Her name's Agent Peggy Carter. I'm Agent Daniel Sousa"

"Edwin Jarvis at your service your majesty" Jarvis said bowing.

"You are most welcome my lords as is Lady Carter. Come your dinner awaits" Elrond said as he led the company on forward

* * *

It is later as the dwarves were now sitting around tables in the Elven court, eating. However, they were not very appreciative of the Elves' vegetables.

"Try it. Just a mouthful." Dori said

"I don't like green food." Ori said shoving the food away

Dwalin looked through a bowl of greens confused.

"Where's the meat?" Dwalin asked

Oin held up a vegetable with his knife and looking at it in disgust.

"Have they got any chips?" Ori asked

Meanwhile with the trio Jarvis was eating his food like a man possessed. Naturally Peggy took this as a moment to comment on his improper table manners.

"You speak all that talk Mr. Jarvis about the Dwarves having no manners and yet here you are eating like a horse" Peggy observed while sounding amused as she ate.

"I haven't eaten anything that isn't dry meat in ages. This place feels like heaven for me. I could give some pointers but overall their food is exquisite" Jarvis said as he continued eating.

"Yeah this place seems to good to be true. It's like we've gone to the great beyond or something" Sousa said while eating.

"Perhaps. I get the feeling though this will be the nicest place we will be in on our journey so I think it's best to enjoy the sights while we can" Peggy said as she continued to eat.

"Oh I wish I could have taken Ana here. She'd enjoy it I feel. It would remind her of our summer vacation in Italy" Jarvis said

"You actually took time off?" Sousa asked in surprise.

"Well Mr. Stark had business arrangements" Jarvis said

"You couldn't have lied about it could you and make us believe you did that willingly?" Peggy asked sarcastically

"You know I'm a terrible liar Miss Carter" Jarvis said

"I know. You do that thing with your ear so I knew you were telling the truth." Peggy said as she ate a vegetable with ferocious intensity. "What? You're not the only one starved around here."

As they talked an Elf maiden began play a harp in the background. Elrond and Gandalf walked through the halls of Rivendell.

"Kind of you to invite us. I'm not really dressed for dinner." Gandalf said

"Well, you never are." Elrond said

They both laughed, as they arrived at the courtyard where the Company was eating. An elf maiden began playing a flute which Jarvis seemed to enjoy; Oin, not liking the sound, stuffed a napkin in his hearing trumpet, and looked happy that he can no longer hear the music. Jarvis sighed at the Dwarf's behaviour as he notice Bilbo seemed quiet. He then began to wonder what he was thinking of all this?

Later on still at the feast, Elrond began examining the swords Gandalf and Thorin found in the trolls' hoard. He looked at Orcrist first.

"This is Orcrist, the Goblin Cleaver. A famous blade, forged by the High Elves of the West, my kin. May it serve you well." Elrond said giving the explanation

He handed Orcrist back to Thorin, who accepted it with a nod. Elrond then examined Glamdring.

"And this is Glamdring, the Foe-hammer, sword of the King of Gondolin. These swords were made for goblin wars of the First Age..." Elrond said giving another explanation

Bilbo pulled out his sword and began to look at it.

"I wouldn't bother, laddie. Swords are named for the great deeds they do in war." Balin said

"What are you saying, my sword hasn't seen battle?" Bilbo asked

"I'm not actually sure it is a sword; more of a letter opener, really." Balin said

"A true legacy can only be formed if you make one Bilbo. Your sword still has a lot of battle to see" Peggy said as Bilbo smiled shyly at her. "Although it won't do a damn bloody well thing against Howling I'm sorry to say" Peggy said holding up her own sword.

Jarvis was confused "Howling, Miss Carter?"

"Yes" Peggy answered "It's a good name for a sword. I named it after the Howling Commandos. I was in a war you know"

"How did you come by these?" Elrond asked

"We found them in a troll hoard on the Great East Road, shortly before we were ambushed by Orcs." Gandalf answered

"And what were you doing on the Great East Road?" Elrond asked

Thorin looked perturbed. Peggy looked at her comrades.

"So I guess that means the secret isn't a secret anymore?" Sousa asked stating the obvious

* * *

It was now night as Gandalf, Elrond, Thorin, Balin, and Bilbo along with Peggy, Sousa and Jarvis are left standing in a hall in Rivendell.

"Our business is no concern of elves." Thorin said angry at Elrond trying to interfere.

"For goodness sake, Thorin, show him the map." Gandalf said annoyed by the Dwarf's stubbornness.

"It is the legacy of my people; it is mine to protect, as are its secrets." Thorin said defending himself

"You really don't like making things easy don't you?" Peggy said annoyed by the Dwarf prince's stubbornness

"Stay out of this woman" Thorin threatened

"Is that a threat? You know I could knock your nose in" Peggy said unimpressed but still irritated by his behaviour

"Save me from the stubbornness of Dwarves. Your pride will be your downfall. You stand here in the presence of one of the few in Middle-earth who can read that map. Show it to Lord Elrond." Gandalf ordered

Thorin thought quietly for a few seconds, as everyone looked at him with Peggy folding her arms and observing his next move carefully. He then began to hand the map to Elrond, as Balin tried to stop him.

"Thorin, no!" Balin yelled trying to stop him

Thorin brushed Balin aside handing Elrond the map. Elrond then began to look at it.

"There was that so hard? Getting help for a change instead of being egotistical and thinking you know it all? I get enough at that from a billionaire playboy back home I don't need more of that here" Peggy said looking down on him with her hands on her hips as he glared at her.

"Erebor. What is your interest in this map?" Elrond asked

Thorin was about to speak, but Gandalf interrupted him.

"It's mainly academic. As you know, this sort of artifact sometimes contains hidden text. You still read Ancient Dwarvish, do you not?" Gandalf asked

Elrond walked a little bit away, looking at the map in deep thought. As the moonlight hit the map, Elrond realised something.

"Cirth Ithil." Elrond said in realisation

"Moon runes. Of course. An easy thing to miss." Gandalf said

"Well in this case, that is true; Moon runes can only be read by the light of a moon with the same shape and season as the day on which they were written." Elrond explained

Peggy and her friends were still a little confused as to what was happening but they listened on anyway.

"Can you read them?" Thorin asked

Elrond then led them all to an open area outside, on the side of a cliff, with waterfalls all around. The moon was behind some clouds. They walked toward a large crystalline table.

"This place has more and more surprises with every turn" Jarvis said amazed.

"These runes were written on a Midsummer's Eve by the light of a crescent moon nearly two hundred years ago. It would seem you were meant to come to Rivendell. Fate is with you, Thorin Oakenshield; the same moon shines upon us tonight." Elrond said explaining what this meant

As they looked up, the clouds covering the moon began to float away, and rays of moonlight hit the crystalline table, causing light to flow through the map which was been laid on the table. Ancient runes became visible on the map, as Elrond translated them out loud.

"Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin's Day will shine upon the keyhole." Elrond translated

Peggy's raised her eyebrows in confusion. She was about to ask but Bilbo beat her to it again

"Durin's Day?" Bilbo asked

"It is the dwarves' new year, when the last moon of autumn and the first sun of winter appear in the sky together." Gandalf explained

"This is ill news. Summer is passing. Durin's Day will soon be upon us." Thorin said with worry

"We still have time." Balin said reassuring him

"Time? For what?" Bilbo asked

"For tea perhaps if you have some?" Jarvis asked

Peggy then punched him in the shoulder as he felt the pain and rubbed it while she stood straight to attention again as Jarvis fixed himself up while Sousa said nothing.

"To find the entrance. We have to be standing at exactly the right spot at exactly the right time. Then, and only then, can the door be opened." Balin said

"So this is your purpose, to enter the Mountain." Elrond said realising their plan

"What of it?" Thorin asked

"There are some who would not deem it wise." Elrond warned

"Yes we've noticed that" Peggy said remembering their encounter with the Orcs

Thorin took back the map gruffly.

"Who do you mean?" Gandalf asked feeling the Orcs isn't what he was referring too.

"You are not the only guardian to stand watch over Middle-earth." Elrond cryptically warned them.

As Elrond walked away, Gandalf turned slowly and began thinking deeply.

"So I guess we're not going to get a full answer then?" Sousa asked

* * *

Meanwhile far away from Rivendell it is late at night as the Wargs were howling. Yazneg and his Warg Scouts and Wargs stepped into Weathertop, where many other Wargs and Orcs were gathered as one in particular a large, white Warg growled at him. Behind the White Warg was a tall, pale Orc, facing away. This was Azog the Orc, Thorin recounted in his story earlier who had survived his encounter with Thorin now having a prosthetic metal hand to replace the one Thorin cut off years prior..

"Khozdayin… Dorguz… zuranimid ("The Dwarves, Master, we lost them. Ambushed by Elvish filth, we were.") Shugi golgai gelnakhanishim" Yazneg said in the native tongue of the Orcs

"Sha nargiz ob-hakhtil… Nargiz khobdi… Rani Khozdil!" ("I don't want excuses. I want the head of the Dwarf King!") Azog ordered

Azog then turned around and approached Yazneg.

"Murganish dum… Turim hag shad Zorzor go-kairaz obguraniz" ("We were outnumbered. There was nothing we could do. I barely escaped with my life.") Yazneg pleaded.

"Ki go-kairag baganig. Ombar bunish!" ("Far better you had paid with it.") Azog yelled in anger

Azog suddenly stroked Yazneg's head with his right hand seemingly not wanting to harm him but he, then quickly grabbed and lifted Yazneg by the throat with his left hand. With a roar, Azog threw him against the pillars to the side as the Wargs attacked Yazneg, killing him and then eating him.

"Khozd-shrakhun gud sha kilyash-zag" ("The Dwarf-scum will show themselves soon enough. Send out word, there is a price on their heads.") Azog said ordering his men

The rest of the Orcs leapt onto their Wargs as they all ran off from Weathertop to do Azog's will not wanting to disappoint him and feel his wrath the way Yazneg did.

* * *

Meanwhile back in Rivendell, the Dwarves were having a late night party in their quarters. They were roasting sausages over a fire made by burning the Elvish furniture. Bofur, then saw a heavy Bombur sitting on a bench and eating a large bowl of food, looking at his sausage thoughtfully. Jarvis was horrified that they burned the Elves furniture and tried to offer his services in cooking their food but they dismissed him.

"Bombur!" Bofur called out

As Bombur looked up, Bofur threw him the sausage as Bombur caught it but the weight of the sausage was just too much for the bench, and the bench broke as Bombur, shrieking, fell to the floor, along with all his food. The dwarves laughed uproariously. Jarvis was just overwhelmed by their behaviour.

"These Dwarves will be the death of me Miss Carter." Jarvis said as he then noticed Peggy was missing.

"Miss Carter?" Jarvis said calling out to her but hearing or seeing nothing.

Sousa then approached Jarvis eating one of the sausages.

"Where's Peggy?" Sousa asked

"That's what I was wondering Chief Sousa." Jarvis replied

"Ah don't worry laddie she and Bilbo probably just went for a walk." Balin said as he then offered a sausage to Jarvis

"No thank you Mr. Balin I think I need to go get sick." Jarvis said as he got up and walked away from the Dwarves.

Far away from the Dwarves in another area Bilbo was walking through a room and noticed a shattered sword on a table. This was Narsil, the sword once wielded by the great king Isildur during the battle of the Last Alliance of Mordor.

"Whoever must have broken that must have been strong. Swords aren't cheap in this world I imagine" Peggy said as Bilbo jumped, being startled by her appearance there not knowing she followed him.

"Sorry Miss Carter, uh... Agent Carter if you prefer I was just startled as all." Bilbo said nervous as Peggy approached him and bent down to his level putting her hand on his shoulder almost like she was talking to a child.

"How about just Peggy?" Peggy said as Bilbo tried to smile but he couldn't.

"Why am I here?" Bilbo asked

"Well I suppose it is because Gandalf believes you have a purpose here." Peggy said as she seemed to be now understanding the purpose behind the Dwarves' quest.

"Do I really? Look at them Peggy. They are Dwarves they are used to running around getting into fights, drinking and having fun. I'm just a simple Hobbit who likes to read and tend to his garden. This isn't what I'm meant for. And yet I thought the prospect of adventure sounded possibly thrilling but now I am not sure" Bilbo said.

"I once thought like you did. For the longest time since I was a little girl I wanted adventure. My mother wasn't very encouraging saying "Margaret you're best marrying that boy and settling down with some grandchildren." and after awhile I started to believe it as I fell in love with a man but somewhere deep inside me I knew he wasn't the man I'd spend the rest of my life with but I didn't believe it then. My brother knew though from when we were children. He always encouraged me to do and be better. I thought I wasn't cut out for the field now I can't imagine my life without it and he encouraged me to be enlisted at a time when our country needed women in the field but once the war was over we returned to answering phones and getting food for people or at least I was. I went on so many missions and trained so many men and that was all they thought of me afterwards." Peggy said recounting her story to Bilbo who was taking all this in.

"What happened to your brother?" Bilbo asked.

Peggy looked down as she pained at the memory of Michael. Bilbo understood by her look that something had happened. She then returned to recounting her story.

"After Michael died I enlisted and I began training recruits for a science program in which a man would be given incredible strength one beyond the average man. All the men who wanted it were men who blindly took orders and weren't very complimentary. But then there was one a small timid fellow like yourself who had the heart Erskine was looking for as he felt a weak man would know the true power of strength and he was right. And while I didn't know it at the time this man had the heart I was looking for as well. He became a hero to everyone including me. There was a time where I imagined we'd grow old together maybe live in the country and laugh at jokes that weren't funny. But then I realised that was kind of rubbish and knew that we'd spend our years trying to make the world a better place. Of course that didn't last but I have pressed on and now I think I am satisfied. No point crying over what might have been." Peggy said as Bilbo was surprised by all this.

"Do you still feel bothered when they hurt you? Say horrid things about who you are or insult your lifestyle?" Bilbo asked

"Sometimes but whatever anyone dishes at me I can dish back. I learned I didn't need a congressional honor. I didn't need my superior Agent Thompson's approval or the president's. I know my value. Anyone else's opinion doesn't really matter. We're not perfect but the safest hands are still our own. Besides you have what they don't have." Peggy said encouraging him.

"What's that?" Bilbo asked

"Innocence. A lack of greed that has come over these Dwarves in their obsessiveness for treasure something I saw in men who wanted to use a treasure to destroy the world. I have the feeling you'll be the one with the biggest part to play Bilbo in this journey." Peggy told him

Bilbo smiled as he blushed at her beauty and tried to offer his hand as he put it down but she then took it.

"Come on let's see if Mr. Jarvis is still trying to fix the Dwarves' table manners." Peggy said

"He'll have a hard time doing that I assure you my lady." Bilbo said as the two left the room. Unbeknownst to them Thorin was outside the room in the hallway listening to their conversation but he went unnoticed by them as he then left to return to the rest of his kin.

* * *

Meanwhile Gandalf and Elrond were walking up a flight of stairs and into a pavilion.

"With or without our help, these dwarves will march on the mountain. They are determined to reclaim their homeland. I do not believe Thorin Oakenshield feels that he's answerable to anyone. Nor for that matter am I." Gandalf said trying to give reason for what he was doing.

"It is not me you must answer to." Elrond said correcting him

Gandalf looked over and saw a tall, beautiful, female Elf standing framed against the moonlight. She slowly turned around. This is Galadriel, the lady of the Light and one of the wisest and most powerful Elves.

"Lady Galadriel." Gandalf said surprised to see her standing there.

"Mithrandir. It has been a long time." Galadriel said happy to see him

"Nae nin gwistant infanneth, mal ú-eichia i Chíril Lorien." ('Age may have changed me, but not so the Lady of Lorien.') Gandalf said complimenting her.

Galadriel smiled at him.

"I had no idea Lord Elrond had sent for you." Gandalf said a little confused by her appearance.

Suddenly a voice sounded out of the darkness.

"He didn't. I did." Saruman said correcting his friend

Gandalf turned and saw Saruman the White as he bowed to him.

"Saruman." Gandalf said with happiness at seeing the head of his Order and one of his oldest friends.

"You've been busy of late, my friend." Saruman said smiling

It was then a meeting began in the pavilion ofThe White Council, composed of Saruman, Elrond, Galadriel, and Gandalf. Gandalf and Saruman sit at a table as Elrond and Galadriel were either standing or walking about. Dawn was slowly breaking.

"Tell me, Gandalf, did you think these plans and schemes of yours would go unnoticed?" Saruman asked

"Unnoticed? No, I'm simply doing what I feel to be right." Gandalf said trying to defend his actions.

"The dragon has long been on your mind." Galadriel said hinting she knew Gandalf's real reasons for this quest.

"This is true, my lady. Smaug owes allegiance to no one. But if he should side with the enemy, a dragon could be used to terrible effect." Gandalf said trying to get them to see why he did what he did.

"What enemy? Gandalf, the enemy is defeated. Sauron is vanquished. He can never regain his full strength." Saruman said dismissing his arguments.

"Gandalf, for four hundred years, we have lived in peace. A hard-won, watchful peace." Elrond said agreeing with Saruman.

"Are we? Are we at peace? Trolls have come down from the mountains. They are raiding villages, destroying farms. Orcs have attacked us on the road." Gandalf asked pointing out what he and the Company have encountered.

"Hardly a prelude to war." Elrond said dismissively

"Always you must meddle, looking for trouble where none exists." Saruman said somewhat annoyed by his friend's constant quest for adventure. "Also who are these visitors Lord Elrond has told me you've brought here? Strangers from another world? That's ludicrous even for you old friend."

"Let him speak." Galadriel said a little stern as she knew Gandalf somewhat was onto something but was still sceptical.

"The presence of the visitors was something I did not foresee but they have proven to be loyal companions that will fight for their comrades no matter the danger. I told them I would help them return to their homeland and I intend to keep that promise. Nonetheless there is something at work beyond the evil of Smaug. Something far more powerful. We can remain blind, but it will not be ignoring us, that I can promise you. A sickness lies over the Greenwood. The woodsmen living there now call it 'Mirkwood'. They say..." Gandalf began speaking but he stopped

"Well, don't stop now. Tell us about the woodsmen's sayings." Saruman said still doubtful of his friend's words also not fully trusting Peggy, Jarvis and Sousa.

"They speak of a Necromancer living in Dol Guldur, a sorcerer who can summon the dead." Gandalf said worringly

"That's absurd. No such power exists in the world. This...Necromancer is nothing more than a mortal man. A conjurer dabbling in black magic." Saruman said scoffing at this.

"And so I thought too. But, Radagast has -" Gandalf tried to say but was interrupted by Saruman.

"Radagast? Do not speak to me about Radagast the Brown. He is a foolish fellow." Saruman said clearly annoyed and dismissive of Radagast

"Well, he's odd, I grant you. He lives a solitary life." Gandalf said trying to stand up for him but agreeing he was not without his share of oddities.

"It's not that. It's his excessive consumption of mushrooms. They've addled his brains and yellowed his teeth. I warned him, it is unbecoming of the Istari to be wandering the woods..." Saruman began

Saruman's voice suddenly faded away as Galadriel focused on Gandalf, and began speaking to him in his mind.

"You carry something. It came to you from Radagast. He found it in Dol Guldur." Galadriel said telepathically

"Yes." Gandalf replied telepathically

"Show me." Galadriel asked telepathically

Gandalf lifted the package from Radagast, which he had in his lap, and placed it on the table as it let out a dull thud.

"What is that?" Elrond asked surprised that Gandalf had hidden this from him

"A relic of Mordor." Galadriel answered

Elrond, who was reaching out to unwrap the package, then drew his hand back. He then reached for it again and opened it, revealing the sword Radagast took from the spirit in Dol Guldur. The White Council members looked upon it in shock.

"A Morgul blade." Elrond said surprised

"Made for the Witch-King of Angmar, and buried with him. When Angmar fell, men of the North took his body and all that he possessed and sealed in the High-Fells of Rhudaur. Deep within the rock they buried them, in a tomb so dark it would never come to light." Galadriel said explaining the sword's history

"This is not possible. A powerful spells lies upon those tombs; they cannot be opened." Elrond said in disbelief at what was presented before them

"What proof do we have this weapon came from Angmar's grave?" Saruman asked still sceptical

"I have none." Gandalf replied

"Because there is none. Let us examine what we know. A single Orc pack has dared to cross the Bruinen. A dagger from a bygone age has been found. And a human sorcerer, who calls himself the Necromancer, has taken up residence in the ruined fortress. Not so very much, after all. The question of this dwarvish company, and these visitors from this supposed other realm however, troubles me deeply. I'm not convinced, Gandalf; I do not feel I can condone such a quest. If they'd come to me, I might have spared them..." Saruman began again

Saruman's voice faded away as Galadriel again focused on Gandalf as she once again began speaking to him telepathically.

"They are leaving." Galadriel said telepathically

"Yes." Gandalf said telepathically

"You knew." Galadriel said telepathically while being surprised

Gandalf nodded as Galadriel smiled slightly. A step was suddenly heard, and they all turn around as Lindir came up and bowed to them.

"My Lord Elrond; the dwarves, they're gone." Lindir told them

It is now morning; the dwarves are hiking along the path away from Rivendell. Peggy, Sousa and Jarvis walked with each other as Bilbo remained with them.

"Be on your guard; we're about to step over the edge of the Wild. Balin, you know these paths; lead on." Thorin ordered

Bilbo turned around and looked back at Rivendell, longingly.

"Believe me Mr. Bilbo I wished we didn't have to leave either." Jarvis said

"Master Baggins, I suggest that you keep up. That goes for you three as well" Thorin said

"Remember what we talked about?" Peggy said reminding him she'll stand up for him on this quest.

The dwarves, Peggy, Jarvis, Sousa and Bilbo then continued on their journey.

* * *

Back in Rivendell, Gandalf and Galadriel were now the only ones remaining in the pavilion.

"You will follow them?" Galadriel asked

"Yes." Gandalf replied

"You are right to help Thorin Oakenshield as you are Margaret Carter and her friends. I have observed her strength and kindness. She may very well be integral to this journey and her role in the story has yet to come. But I fear this quest has set in motion forces we do not yet understand. The riddle of the Morgul blade must be answered. Something moves in the shadows, unseen, hidden from our sight. It will not show itself, not yet. But every day it grows in strength. You must be careful." Galadriel warned

"Yes." Gandalf said understanding

Gandalf turned and started walking away. When he had gone a short distance, Galadriel began speaking again.

"Mithrandir? Why the Halfling?" Galadriel asked

"I don't know. Saruman believes that it is only great power that can hold evil in check. But that is not what I have found. I found it is the small things, everyday deeds of ordinary folks, that keeps the darkness at bay. Simple acts of kindness and love. Why Bilbo Baggins? Perhaps it is because I am afraid, and he gives me courage." Gandalf admitted

Galadriel suddenly appeared close to Gandalf, as she began taking his old, weary hands in hers.

"Do not be afraid, Mithrandir." Galadriel said telepathically

Galadriel then tucked a loose strand of Gandalf's hair back.

"Ae boe i le eliathon, im tulithon." ('If you should ever need my help, I will come.') Galadriel said with a warm tone

Gandalf bowed, as Galadriel gently moved her hands away from his. Gandalf then looked up, noticing Galadriel has disappeared.

* * *

Author's Note: So yeah that chapter was long but now it's done. Sorry this took awhile. Also hope the bit with Peggy and Bilbo worked for you as well as Peggy's reaction to Elrond and why he looked like Red Skull. Part of why I crossed over the Agent Carter characters into the Hobbit was because both are prequel stories to later stories in the cannon of their worlds, the future MCU films and the Lord of the Rings respectively and also I thought Bilbo and Peggy would find a connection as friends in that both were seen as outsiders but are more braver then most and their kindness and support for others is stronger than any sword. Anyway hope you enjoyed this is your friend Steve993 signing off.


	7. Riddles In The Dark

Author's Note: Here's the next chapter not long after the last one but I wanted to try and not go too long since we're near the end of Hobbit 1. For anyone who has reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're reading I hope you enjoy.

* * *

Having separated from Gandalf, the Dwarves, Peggy, Sousa, Jarvis and Bilbo were now hiking through the wilderness of Middle-earth, over ranges, mountains, and plains. They were now crossing the Misty Mountains; the trail of which was narrow and dangerous, with a cliff on one side and a sheer drop on the other. Unfortunately there was a fierce storm in the air, with lightning and rain all around.

"Hold on!" Thorin yelled to his Company

As Bilbo walked, the stone beneath his feet suddenly gave away, and he started falling into the chasm as Peggy was about to save him but she noticed Jarvis slipping so she had to go get him instead while Dwalin managed to pull Bilbo back in time with Peggy doing the same for Jarvis.

"Thank you Miss Carter!" Jarvis yelled to her as she nodded as if to say "No problem"

"We must find shelter!" Thorin ordered

"Watch out!" Dwalin yelled out

The Company looked up and saw a massive boulder hurtling through the air as it hit the mountainside above them, causing rocks to fall all around them as they then pressed themselves against the mountain.

"This is no thunderstorm; it's a thunder battle! Look!" Balin said pointing as everyone looked in astonishment

A stone giant reared up from a nearby mountain ripping off a massive boulder from the top of the mountain.

"This place keeps getting stranger" Sousa managed so say.

"If I was an artist I could probably fill a sketch book by now with what we've seen" Peggy managed to say as the bad weather raged all around them.

"Well bless me, the legends are true. Giants; Stone Giants!" Bofur said still astonished

"Take cover you fool!" Thorin said reprimanding him

"What's happening?" Kili asked

Kili got his answer as Giant #1 suddenly threw the boulder far in the air as another stone giant, #2, appeared from behind the Company, only for it to be hit in the head. The dwarves yelled at each other to brace and hold on, as the rocks beneath their feet began to give way from all the vibrations and from the impact of the falling rocks. The ground between some of the Company members suddenly began split with part of the group being on one side, and part on the other.

"Miss Carter!" Jarvis yelled in alarm as the split began with him and Sousa separated from Peggy.

As the two stone giants began fighting with their fists, the dwarves and the trio began to hold on tight as they were flung around as one of the groups managed to jump to a different spot. Then a third stone giant appeared, with it throwing a boulder at the head of one of the first two as that one fell over; as the first group watched it appears to them that the other group of the Company has been smashed to bits. The hurt stone giant lost its footing and fell down the chasm.

"No! No! Kili!" Thorin yelled out at the loss of his kin

"Peggy!" Sousa yelled out in alarm for the loss of his love and comrade

The group rushed to the spot where the others appeared to have been crushed, but they are safe. Sousa then hugged Peggy as she hugged him back.

"I thought I lost you." Sousa said with sincerity.

"It'll take more than that to take me down. Knowing my lucky I probably will just die in bed without something big happening to me" Peggy said jokingly trying to lighten the mood. She then noticed Jarvis looking away as she put her hands on her hips. "You can look Mr. Jarvis we're only hugging."

Jarvis then turned around and approached them "Ah Miss Carter thank god you survived." He then awkwardly stood between the couple as they realised they were still hanging onto each other as they then let go. "Right then" Jarvis said breaking the silence as they then ran to help the Dwarves.

"Where's Bilbo? Where's the Hobbit? There!" Bofur said spotting Bilbo

"Get him!" Dwalin ordered

Bilbo was hanging onto the edge of the cliff with just his fingertips. Ori dived onto the ground and tried to grab Bilbo's arm, but Bilbo slipped and fell another few feet before he caught another handhold. As the dwarves tried to pull him up unsuccessfully, Thorin managed to swing down on the cliff next to Bilbo and boost him up, where the others pulled him to safety with Daniel holding out his crutch for Bilbo to grab as a means of helping him up. Dwalin tried to lift Thorin back up too, but Thorin suddenly lost his grip and began falling too but Dwalin, with much effort, and Sousa using his crutch was able to pull him back up.

"I thought we'd lost our burglar." Dwalin said

Peggy sighed in disappointment. He was a living being. Was this all he was to them?

"He's been lost ever since he left home. He should never have come. He has no place amongst us. Dwalin!" Thorin yelled out in annoyance.

Peggy looked she was going to deck him but didn't. He certainly was driving her patience though. With that done the Company then went off and managed to find a cave.

"Looks safe enough." Dwalin commented.

"Search to the back; caves in mountains are seldom unoccupied." Thorin ordered

Dwalin began searching the cave with a lantern.

"There's nothing here." Dwalin commented.

Gloin then dropped a bundle of wood on the floor and rubbed his hands.

"Alright then! Let's get a fire started." Gloin said.

"I'll help knowing your track record something will go wrong." Jarvis said but Thorin stopped him as he then backed away a little intimidated

"No fires, not in this place. Get some sleep. We start at first light." Thorin said

"We were to wait in the mountains until Gandalf joined us. That was the plan." Balin said trying to appeal to Thorin.

"Plans change. Bofur, take the first watch." Thorin ordered.

Peggy on the one hand understood where he was coming from but still didn't seem convinced that they should defy Gandalf's orders. Then again she's defied orders in the past but only when she felt they needed to be defied and follow her own judgement just as Steve would but it was following his judgement that saved the Howling Commandos and allowed him to be more than just a propaganda tool and allowed him to be a real soldier. Still best go along with it for now and hopefully Gandalf wouldn't be long. She had the feeling without him this journey would be a disaster.

* * *

Meanwhile outside, in the valleys before the Misty Mountains, the White Warg was sniffing the ground with Azog on its back.

"The scent is fresh! They have taken the mountain pass." Azog said realising his enemy was near.

He and the rest of the Warg Scouts then raced off after the dwarves.

The Company was now resting in the cave as all the dwarves were asleep along Peggy, Jarvis and Sousa. Bilbo, only pretending to be asleep, stealthily openned his eyes and looked around. Seeing that no one was watching, he quietly rolled up his blankets and began to pack his things. Grabbing his walking stick, he started to leave the cave, tiptoeing over the sleeping dwarves. Peggy slowly opened her eyes and noticed this as she managed to keep quiet to herself "He'd make a fine SSR Agent" she thought as she got up and slowly followed him.

Bofur, who meanwhile was standing watch, noticed Bilbo trying to leave as he jumped up and tried to stop him. They began whispering so as not to wake the others.

"Where do you think you're going?" Bofur asked

"Back to Rivendell." Bilbo said bluntly

"No, no, you can't turn back now, you're part of the Company. You're one of us." Bofur said disappointedly while trying to reason with him.

"That's what I said to him. I thought we talked about this Bilbo?" Peggy said disappointed as the two then noticed her there.

"I know Peggy and I appreciated the thought but I'm not though, am I? Thorin said I should never have come, and I now realise he was right. I'm not a Took, I'm a Baggins, I don't know what I was thinking. I should never have run out my door." Bilbo said saddened

"No offence to your leader Bofur but I think Thorin is a bloody stubborn fool." Peggy said annoyed at how little the Dwarf Prince appreciated anyone around him.

Thorin, who was awake, stared thoughtfully at the wall as he listened to the conversation not seemingly being phased by Peggy's comment.

"It's just his way I'm sorry to say my lady. You're homesick; I understand." Bofur said trying to appeal to Bilbo.

"No no, you don't, you don't understand! None of you do - you're dwarves. You used to - to this life, to living on the road, never settling in one place, not belonging anywhere." Bilbo said fed up with what was happening.

Bofur suddenly felt offended as did Peggy who felt those words pain her and remind her of who she was after the war

"I hardly ever tell my struggles to anyone Bilbo. About how I felt lost and invisible to those around me after the war. You're one of the few who knows about my brother besides my family not even Agent Sousa and Mr. Jarvis know. So frankly I'm quite bothered with what you just said." Peggy said offended but somewhat understanding

Bilbo was suddenly repentant. He didn't mean those things and now realising he hurt the only other person he connected with here so far made him feel worse.

"I am sorry, I don't..." Bilbo began

Thorin listened on to the conversation.

"No, you're right. We don't belong anywhere. I wish you all the luck in the world. I really do. Bofur said disappointed but understanding of his feelings.

Bofur smiled and placed his hand on Bilbo's shoulder as Peggy did the same;

"One last piece of advice. Trust your instincts. Do what you feel is right in your heart rather then what another person would do. Just be the Hobbit you are not the warrior you aren't." Peggy said smiling at him as he smiled back.

With that Bilbo then turned and began to walk away.

"What's that?" Bofur asked noticing something which stopped Bilbo from walking any further.

Peggy then looked over to what Bofur was talking about and noticed something was glowing as Bilbo then pulled his sword partway out of its sheath and noticed that it was growing bright blue, meaning Orcs were nearby as Peggy then pulled hers out as well. Thorin raised his head as he began hearing strange machinery noises and then saw cracks form in the sand on the floor of the cave."

"Wake up. Wake up!" Thorin yelled to the oblivious Company.

Before anyone could react, the floor of the cave collapsed downwards with the floor really being a giant trap door. The entire Company fell down a chute, sliding through a tunnel, and then landing in a giant wooden cage. As they struggled to get up, a horde of goblins then began to attack them, taking away their weapons, and then dragging them all away with Peggy putting up a fight as she kicked and punched a few but they managed to subdue her while the dwarves her, Sousa and Jarvis were lead away kicking and yelling,

"I'll do anything you want just don't eat me please!" Jarvis yelled out.

Bilbo somehow was missed by the goblins not seeing him, due to his hobbit-abilities, and so they left him behind as Nori, then looked over his shoulder, saw this happen. Bilbo scampered behind some railing to hide as he watched the goblins proceed through the tunnels while bats flew around in the darkness. Bilbo drew his sword, which is now glowing bright blue, and began slowly following the goblins. Suddenly, one goblin jumped out in front of him and rushed at him with his sword. After a brief fight in which Bilbo barely managed to keep himself alive, the goblin and Bilbo both fell over the edge of a platform and fell through the darkness.

Meanwhile, the goblin horde brought the dwarves and the trio through a vast network of tunnels and wooden bridges to the throneroom and platform of the Great Goblin. The Great Goblin was a massive Goblin sitting on a throne, holding a mace topped with a skull. He was far larger than any other goblin, and also incredibly ugly, with warts all over his swinging chin. Peggy put on her best disgusted look upon seeing him while Jarvis looked like he was about to gag while Sousa managed to keep himself together but he couldn't deny that he was one ugly creature. The dwarves' weapons were then piled together along with the trio's including Peggy and Sousa's empty guns. The Great Goblin jumped off his throne, trampling several goblins, and approached the Company.

"Who would be so bold as to come armed into my kingdom? Spies? Thieves? Assassins?" the Great Goblin asked

"Dwarves, Your Malevolence." Grinnah, a goblin answered

"Dwarves?" the Great Goblin asked confused but curious.

"We found them on the front porch." Grinnah said explaining the situation

"Well, don't just stand there; search them! Every crack, every crevice." the Great Goblin ordered

The goblins then began searching the dwarves and trio thoroughly, throwing away whatever they find with Oin's hearing trumpet thrown on the floor and crushed underfoot. A goblin then grabbed Sousa's crutch and threw it away as he then leaned against Dwalin for support.

"Is that really necessary.?" Sousa asked annoyed

"What are you doing in these parts? Speak!" the Great Goblin ordered trying to get information from them.

None of the dwarves nor members of the trio responded

"Well then, if they will not talk, we'll make them squawk! Bring out the Mangler! Bring out the Bone Breaker! Start with the youngest." the Great Goblin ordered his troops as he then pointed at Ori. However, then Thorin stepped forward.

"Wait." Thorin said stopping everything

"Well, well, well, look who it is. Thorin son of Thrain, son of Thror; King under the Mountain." the Great Goblin said surprised

The Great Goblin then bowed exaggeratedly to Thorin.

"Oh, but I'm forgetting, you don't have a mountain. And you're not a king. Which makes you nobody, really. I know someone who would pay a pretty price for your head. Just the head, nothing attached. Perhaps you know of whom I speak, an old enemy of yours. A Pale Orc astride a White Warg." the Great Goblin said feeling smug and superior.

Thorin looked up in surprise and disbelief. Peggy noticed this as did everyone else and suddenly remembered he was referring to the Orc from the story, Azog.

"Azog the Defiler was destroyed. He was slain in battle long ago." Thorin said not buying this claim

"So you think his defiling days are done, do you?" the Great Goblin said still hanging onto his claim.

The Great Goblin laughed, and then turned to a tiny goblin sitting in a basket and holding a slate.

"Send word to the Pale Orc; tell him I have found his prize." the Great Goblin ordered

The tiny goblin then wrote down the message on his slate; cackling, he then pulled a lever, causing his basket to start sliding down a system of ropes and pulleys into the darkness. The Great Goblin then noticed the trio of Peggy, Sousa and Jarvis standing there as well.

"My apologies I didn't see you three there. Tell me what business do two men and a lady have to do with lowlifes like these Dwarves?" The Great Goblin asked the trio

The three didn't say anything as Sousa remained silent while Jarvis was a little intimidated but still remained defiant while Peggy just stared down the giant creature not impressed by him and ready to fight if she had too.

"Our business is our own and not the business of you and the ugly Munchkin brigade." Peggy said threatening him.

The Great Goblin and his forces however laughed at this unimpressed by her comments.

"You're funny young lady. You know I've been looking for a Queen to satisfy my needs." the Great Goblin said trying to tempt her as Peggy groaned but still remained unfazed.

"Fuck off you ugly git" Peggy said unimpressed by the so called Goblin King as Jarvis and Sousa looked at her in surprise never hearing her utter words like that much before.

* * *

Meanwhile Bilbo regained consciousness and found himself in a dark cavern, lying behind a clump of mushrooms as he then saw the goblin who attacked him lying nearby, nearly dead. Suddenly, Bilbo saw a strange figure approaching the goblin. It was Gollum, a strange creature consumed by a great evil's power.

"Yes. Yes. Yes! Yes! Gollum. Gollum." Gollum said seemingly to himself

Bilbo, out of sight behind the mushrooms, watched as Gollum circled around the goblin. Gollum then began pulling the goblin away by the feet. Suddenly, the goblin woke up and began flailing around. In a fit of rage, Gollum grabbed a rock and began pounding the goblin on the head with it, knocking it unconscious again. As Bilbo watched in horror, a golden ring suddenly fell out of Gollum's loincloth and falling on the floor. Gollum then resumed pulling the unconscious goblin away.

"Nasty goblinses. Better than old bones, Precious; better than nothing." Gollum said again to himself indicating he was insane possibly.

Bilbo, emerging from his hiding spot and retrieving his sword, began following after Gollum. By the light of the sword, he then saw the Ring on the ground to which he then picked it up, examining it. Hearing Gollum singing in the distance, Bilbo put the Ring into his pocket and followed the sound of Gollum's voice.

"Too many boneses, Precious! Nothing of flesh!" Sméagol, Gollum's other personality began saying

"Shut up! Get its skin off. Start with its head." Gollum said to his other half

"The cold hard lands, they bites our hands, they gnaws our feet. The rocks and stones, they're like old bones, all bare of meat. Cold as death, they have no breath, it's good to eat!" Sméagol sang.

Rounding a corner, Bilbo saw Gollum silhouetted on top of a rock in the middle of a small lake. Gollum was singing while beating the goblin's body as he then began smashing it in the head again with a rock. Seeing the glow of Bilbo's sword, Gollum looked up. Bilbo quickly hid behind a rock, realizing that his sword was still glowing brightly. However, the sword's light then started flickering, then completely died out, signifying that the goblin was dead. Bilbo peeked out from behind the rock, then was shocked to see that Gollum was no longer there. Gollum stealthily paddled through the lake in his little boat, using his hands as paddles. Bilbo slowly looked up and found Gollum on a rock above him; Gollum then jumped down in front of Bilbo.

"Blesses and splashes, Precious! That's a meaty mouthful." Gollum said seemingly satisfied

Gollum approached Bilbo, but Bilbo then placed the point of his sword on Gollum's throat, causing Gollum to retreat in fear.

"Aaahh. Gollum. Gollum." Gollum said in fear.

"Back. Stay back. I'm warning you, don't come any closer." Bilbo said warning him

"It's got an elvish blade, but its not an Elfs. Not an Elfs, no; What is it, Precious? What is it?" Gollum asked to his other half.

"My name is Bilbo Baggins." Bilbo said stating his name.

"Bagginses? What is a Bagginses, Precious?" Gollum asked curious

"I'm a Hobbit from the Shire." Bilbo said answering his question.

"Oh! We like Goblinses, batses, and fishes, but we hasn't tried Hobbitses before. Is it soft? Is it juicy?" Gollum asked.

As Gollum approached again, Bilbo held out his sword in front of him and wildly began waving it about.

"Now, now, keep your distance! I'll use this if I have to!" Bilbo said warning him.

Gollum snarled at Bilbo, causing Bilbo to step back.

"I don't want any trouble, do you understand? Just show me the way to get out of here, and I'll be on my way." Bilbo said trying to reason with this odd creature

"Why, is it lost?" Gollum asked the intimidated but still defiant Hobbit.

"Yes, yes, and I want to get unlost as soon as possible." Bilbo said answering hoping that this creature could help.

Upon hearing this, Gollum answered in a different voice than before; this was his Smeagol personality speaking who was speaking earlier when he thought he was alone.

"Ooh! We knows! We knows safe paths for Hobbitses. Safe paths in the dark." Sméagol said excitedly.

The Gollum side suddenly took over from the Smeagol side as this exchange of control begins happening several more times in the rest of Bilbo and Gollum's conversation.

"Shut up." Gollum said to his other side.

"I didn't say anything." Bilbo said confused

"Wasn't talking to you." Gollum said annoyed

"But yes, we was, Precious, we was." Sméagol said again

"Look, I don't know what your game is, but I -" Bilbo began but was interrupted.

"Games? We loves games, doesn't we, Precious? Does it like games? Does it? Does it? Does it like to play?" Sméagol asked happy at the prospect of playing a game.

"Maybe?" Bilbo said trying to calm him down.

Smeagol held up his hands, and then began reciting a riddle.

"What has roots as nobody sees, is taller than trees. Up, up, up it goes, and yet, never grows." Sméagol asked

"...The mountain." Bilbo answered

Smeagol then began laughing uproariously.

"Yess, yess, oh, let's have another one. Yes, come on, do it, do it again. Ask us." Sméagol asked

"No! No more riddles. Finish him off. Finish him now. Gollum! Gollum!" Gollum ordered taking over

Gollum began rushing at Bilbo to kill him, but Bilbo held out his hand to stop him and began speaking..

"No! No, no, I want to play. I do. I want to play. I can see you are very good at this. So why don't we have a game of riddles? Yes, just you and me." Bilbo proposed remembering the advice that Peggy gave him to trust his instincts to be the Hobbit he is rather than the warrior he isn't.

Bilbo crouched until he was at level with Gollum; Gollum scuttled forward, close to Bilbo, whispering excitedly

"Yes! Yes, just - just us." Sméagol enthusiastically responded.

"Yes. Yes. And if I win, you show me the way out." Bilbo said waging with him.

"Yes. Yes -" Sméagol began

Gollum then took over and snarled turning away from Bilbo. Gollum's two personality's then began to talk to each other.

"And if it loses? What then?" Gollum asked

"Well, if it loses, Precious, we will eats it!" Sméagol responded

Gollum laughed to himself, then turned back to Bilbo

"If Baggins loses, we eats it whole." Gollum said giving his wager

Bilbo paused for a few minutes as he digested this new information.

"Fair enough." Bilbo responded.

Bilbo stood up and put his sword away as Gollum looked on interestedly.

"Well, Baggins first." Gollum said allowing Bilbo the floor

As Bilbo began thinking of a riddle, Gollum rested his hands and chin on the edge of a rock.

"Thirty white horses on a red hill. First they champ, then they stamp, then they stand still." Bilbo asked

As Gollum began thinking, he kept opening his eyes and mouth as if he knew the answer, but then began to change his mind. This went on for several seconds, until he finally replies questioningly.

"Teeth?" Gollum answered

Bilbo looked unhappy, as the answer was indeed correct. Gollum became ecstatic and laughed throatily

"Teeth! Yes, my Precious. But we - we only have nine." Gollum said

Gollum displayed his mouth, showing that he really does only have nine teeth disgusting Bilbo. Gollum then began reciting his next riddle, while getting closer and closer to Bilbo. Bilbo then kept a large rock between the two of them.

"Our turn. Voiceless it cries, wingless flutters, toothless bites, mouthless mutters." Gollum asked

"Just a minute." Bilbo said thinking

As Bilbo walked off thinking, Gollum's evil face turned into Smeagol's excited face

"Oh, oh! We knows. We knows!" Sméagol said jumping up and down

"Shut up." Gollum ordered his other side.

As Bilbo observed the water, he noticed tiny waves forming as a breeze ruffled the surface of the water.

"Wind. It's wind! Of course it is." Bilbo answered

Gollum snarled in frustration and began slinking around, approaching Bilbo.

"Very clever, Hobbitses, very clever." Gollum said annoyed.

As he manages to get too close for comfort, Bilbo pulled out his sword and pointed it at Gollum again, but also then began saying his own riddle.

"A box without hinges, key, or lid; yet golden treasure inside is hid." Bilbo asked

Gollum then thought hard, talking to himself and making many hand motions.

"A box...and a lid...and then a key... Gollum muttered

"Well?" Bilbo asked

"It's nasty." Gollum responded

"Give up?" Bilbo said hoping he might to avoid anymore of this.

"Give us a chance, Precious, give us a chance!" Sméagol said taking over

In frustration, Smeagol began pounding the floor and snarling. He puckered his face up deeply, then suddenly opening his eyes wide as he managed to get the answer.

"Eggses! Eggses! What crunchy little eggses, yes. Grandmother taught us to suck them. Yes." Sméagol responded enthusiastically

As Smeagol laughed, a bat suddenly began making a noise in the darkness. Bilbo turned to look for the source of the noise but as he turned back around, he realised that Gollum was gone. Gollum's voice suddenly started sounding like an echo from different parts of the cave as he began to speak his riddle from some unknown spot.

"We have one for you: All things it devours, birds, beasts, trees, flowers. Gnaws iron, bites steel, grinds hard stone to meal. Answer us." Gollum asked

"Give me a moment, please, I gave you a good long while." Bilbo said thinking

Bilbo tried to think while at the same time he walked around with his sword drawn, looking for Gollum,

"I don't know this one." Bilbo said feeling unsure

"Is it tasty? Is it scrumptious? Is it crunchable?" Gollum asked

Once Gollum said 'crunchable,' he suddenly appeared behind Bilbo and tried to grab him by the throat, but Bilbo jumped away and began pointing his sword at Gollum.

"Let me think. Let me think." Bilbo said confused and a little hesitantly.

"It's stuck. Bagginses is stuck." Gollum said teasing him.

Bilbo paced back and forth next to the water, thinking. Gollum smiled eerily and put up his hands in a shrug.

"Time's up." Gollum said

Gollum shifted, preparing to leap on Bilbo as he suddenly got the answer.

"Time. Time! The answer is time." Bilbo said realising the answer

Gollum snarled in frustration at the Hobbit just barely getting the answer right.

"Actually, it wasn't that hard." Bilbo said trying to sound confident.

"Last question. Last chance. Ask us. Ask us!" Gollum said seemingly happy.

Although Gollum was smiling sweetly, he had a rock clutched behind his back with which to hit Bilbo when Bilbo possibly failed or if he did get the right answer he would hit him anyway. The first time he said "Ask us," he said it sweetly as he then roared it a second time angrily.

"Yes, yes, alright." Bilbo said

Bilbo strolled to the edge of the lake to think. He absentmindedly rubbed his pocket and felt the ring inside.

"What have I got in my pocket?" Bilbo asked

Gollum looked disgusted and angry.

"That's not fair. It's not fair! It's against the rules." Gollum said annoyed at Bilbo's question

In frustration, Gollum threw down the rock he'd been clutching.

"Ask us another one." Gollum said trying to get out of this

"No, no, no. You said 'Ask me a question.' Well, that is my question. What have I got in my pocket?" Bilbo asked again now realising he had outwitted the creature as Peggy said he should do by trusting his instincts.

Gollum jumped off his rock and approached Bilbo; Bilbo moved to keep a rock between him and Gollum.

"Three guesses, Precious. It must give us three." Gollum said pleading a little

Gollum held up two fingers to quantify three.

"Three guesses. Very well, then, guess away." Bilbo said agreeing to his terms.

"Handses!" Sméagol said excitedly

Bilbo pulled his hand out of his pocket just in time.

"Wrong, guess again." Bilbo said

Gollum crouched on the floor, trying to think of the answer. He then began muttering potential answers to himself.

"Fish-bones, goblins' teeth, wet shells, bat's wings ... Knife!" Sméagol said guessing

"Oh, shut up." Gollum said annoyed by his other half.

"Wrong again. Last guess." Bilbo said

"String!" Sméagol said hoping he got the right answer.

"Or nothing." Gollum said hoping he got it right.

"Two guesses at once; wrong both times." Bilbo said to the disappointed creature.

Upon hearing this, Gollum fell to the floor, sobbing.

"I won the game, you promised to show me the way out." Bilbo said reminding him.

"Did we say so, Precious? Did we say so?" Gollum asked trying to remember

Gollum slowly turned around and glared hatefully at Bilbo.

"What has it got in its pocketses?" Gollum asked curious

Bilbo pointed his sword at Gollum.

"That's no concern of yours. You lost." Bilbo said trying to dismiss his concerns.

"Lost? Lost? Lost?" Gollum asked somewhat offended

Gollum grinned as he slowly approached Bilbo, planning to kill him. He reached for something hidden at his side and realising that the item is not there, his face registered his shock. He then began groping all over himself trying to find it.

"Where is it? Where is it? No! Where is it? No!" Gollum yelled scared at the loss of his item.

Gollum scuttled around the cave, scattering bones and rocks as he searched in vain for the Ring. He even began splashing through the shallows of the lake. His voice began to break as he cried.

"Lost! Curse us and crush us, my precious is lost!" Gollum yelled upset at his loss.

While Gollum's back was toward him, Bilbo, realising what it was that Gollum lost, quickly took the Ring from his pocket and held it in his hand behind his back.

"What have you lost?" Bilbo asked somewhat hesitantly.

"Mustn't ask us! Not its business! No! Gollum, Gollum." Gollum said dismissing him.

Gollum, leaning over the edge of the lake, sobbed quietly. As he stared into the water, his sobs began to cease and his face became contorted in anger.

"What has it got in its nasty little pocketses?" Gollum asked threateningly

In fear, Bilbo clutched the Ring behind him more tightly and pointed his sword at Gollum. Gollum slowly looked up in shock and anger.

"He stole it. He stole it! HE STOLE IT!" Gollum shouted at Bilbo accusing him.

Snarling, Gollum threw a stone at Bilbo but Bilbo managed to deflect it with his sword and then ran away, with Gollum chasing him.

* * *

Author's Note: So yeah that's the end of that. We're getting closer now to the end of An Unexpected Journey. Sorry for the lack of Peggy and company at the latter half of the chapter. Someone asked me whether or not she would join Bilbo in the cave to face Gollum but I decided to leave it alone because I didn't want to take away Bilbo's big moment but I did somewhat have her influence his decision making by giving him the confidence he was lacking earlier so I thought by doing that it gave him a more fighting chance against Gollum using what he knew his brain rather than brawn. Also yeah I heard Agent Carter was cancelled. I hope it can continue on another network or on an online streaming service like Netflix but if not then it was nice while it lasted. What this will mean for this fanfic I won't share until the end of the story as a whole. Anyway hope you enjoyed and this is your friend Steve993 and I'll see you next time


	8. An Unexpected Journey

Author's Note: Here's the next chapter not long. For anyone who has reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're reading I hope you enjoy.

* * *

Meanwhile back in the throneroom of the Great Goblin, dozens of goblins were carrying massive instruments of torture on their shoulders, bringing them to the Great Goblin. Meanwhile, the Great Goblin was dancing and singing lustily.

"Bones will be shattered, necks will be rung! You'll be beaten and battered, from racks you'll be hung. You will lie down here and never be found, down in the deep of Goblin Town." the Great Goblin sang as he tried to grab Peggy to dance with her as she shoved him away in disgust.

Grinnah, one of the goblins, was examining the weapons the dwarves brought with them. He then picked up Thorin's sword, Orcrist, and slided it a few inches out of its sheath. Recognizing the sword, he gasped in horror and threw down the sword. It then landed in view of all the goblins. Recognizing it, the goblins howled in fear and rage as they retreated from it; the Great Goblin runned rapidly to his throne, trampling many goblins on his way. He then spoke loudly, pointing at the sword as Peggy looked unimpressed as she then looked to Jarvis and Sousa.

"What's the matter? Is the mighty king scared?" Peggy said teasing him

"I know that sword! It is the Goblin-Cleaver, the Biter, the blade that sliced a thousand necks." the Great Goblin announced with fear

As he spoke, Grinnah and the rest of the Goblins began whipping the dwarves, Jarvis and Sousa with ropes and leaping upon them, biting and slashing. They tried doing the same to Peggy as she tried hitting them but they overpowered her.

"Slash them! Beat them! Kill them! Kill them all! Cut off his head!" the Great Goblin ordered

"So I guess peaceful negotiations are not an option?" Jarvis said a little worried.

"I don't think they were even considered" Sousa said to him

The Goblins then held Thorin down, and one of them pulled out his knife and prepared to behead Thorin.

Suddenly, there was a massive explosion of bright light; as a shockwave ripped through the area, flinging goblins in the air and destroying the torturing machines. Everyone was knocked down, including the Great Goblin. When the force of the explosion had passed, most of the lights in the area were snuffed out; Suddenly Gandalf, appeared being the one who caused the explosion, holding his staff and his sword, Glamdring. Light slowly returned to the area as the goblins and the dwarves and trio slowly looked up, recovering from the shock. They then all stared at Gandalf.

"Took him long enough" Peggy thought to herself

"Take up arms. Fight. Fight!" Gandalf ordered the Company

The dwarves quickly got up and began fighting the goblins as did Peggy, Jarvis and Sousa as Peggy quickly snapped the necks of a few Goblins and socked a few in the face with a punch. As goblins ran at Gandalf, he killed them with his sword and staff. The Great Goblin, still lying on the ground, noticed Gandalf's sword and pointed at it, crying aloud to his goblins.

"He wields the Foe-Hammer, the Beater, bright as daylight!" the Great Goblin yelled out

"I've seen your kind before you know. Would be conquerors who think they're big just because they rule over people smaller than them. I'm not impressed" Peggy said as she then punched another Goblin.

Some of the dwarves reached their pile of weapons and began tossing the weapons to each other; they then used their weapons to defeat the goblins around them. Oin managed to reclaim his hearing trumpet, although it was quite flattened. Sousa then grabbed his crutch and sword and then tossed Peggy and Jarvis their swords.

"Jarvis! Peggy!" Sousa yelled out as they then grabbed them.

"Thank you Chief Sousa" Jarvis said as he cut a Goblin's head off as he then jumped away to avoid the blood spraying on him.

The goblins then attacked Peggy as she cut them down one by one.

"Do you yield lady warrior?" one of the goblins snarled. Peggy then stood defiant and remembered something Steve once told her when he was telling her a story of when he got beat up in an alley.

"No. I can do this all day." Peggy said with confidence as she then cut the Goblin's head off as she continued fighting the Goblins who surrounded her.

As this was gong on Nori, while fighting, landed on the floor; the Great Goblin ran at him and swung his mace.

"Nori!" One of the Dwarfs cried out.

Peggy wanted to help but couldn't due to being caught up in her battle as were the other Dwarfs. Suddenly Thorin jumped forward and deflected the Great Goblin's blow, causing the Great Goblin to stumble backward and fall off the edge of his platform, falling to the depths below. The rest of the dwarves, the trio and Gandalf continued to fight.

"Follow me. Quick! Run!" Gandalf ordered them

Cutting down the goblins around them, the dwarves, trio and Gandalf ran along a pathway leading away from the throneroom.

* * *

Meanwhile Bilbo was hurrying through a cave, fleeing from Gollum, whom he was still able to hear in the distance.

"Give it to us!" Gollum cried out

Bilbo was in a side cave; he then saw Gollum running past the entrance of the cave he was in. Gasping, he turned around and tried to run through a crack in the wall. However, he got stuck partway through. He looked up in fear as Gollum, attracted by the noise, backtracked and saw Bilbo stuck in the crack. Snarling, Gollum approached Bilbo.

"It's ours. It's ours!" Gollum snarled

Bilbo exhaled and pushed as hard as he can; he managed to slip through the crack, but his waistcoat buttons were ripped off in the process and they hit Gollum in the face as Gollum snarled. On the other side of the crack, Bilbo fell down from his exertions. As he hit the ground, the Ring, which was in his hand, flew into the air. As it descended, Bilbo reached up to grab it; instead of landing in his hand, however, the Ring slid onto his finger, and Bilbo suddenly became invisible. Gollum jumped into the area where Bilbo was, growling, and looked around for Bilbo; however, since Bilbo was invisible, he didn't see him, and Gollum continued down the cave. Bilbo, with the Ring on, saw everything as if he was in a different reality. All the colors felt muted, and the edges of everything were blurred and wavy.

"Thief! Baggins!" Gollum cried out in anguish

Seeing Gollum run away, Bilbo slowly stood up in shock.

Meanwhile Gandalf, the trio and the dwarves were running through the suspended passageways of Goblin Town, with hundreds of goblins running after them. Peggy and Jarvis helped Sousa as he was struggling a little bit to keep up do to his leg.

"Quickly!" Gandalf ordered

"You know can I only do so much running with this thing" Sousa said

Dwalin noticed several goblins running at them from in front; he and some of the dwarves managed to cut a guardrail from the path and hold it out in front of them like a massive spear. Jarvis quickly went to help out.

"Charge!" Dwalin yelled

He, Jarvis and the other dwarves charged at the oncoming goblins and swept them away with the long rail. Dropping the rail, Dwalin pulled out his axes and began knocking aside goblins. The rest of the company began to do the same. Gloin managed to hit one goblin who fell and landed on another suspended path, breaking the path and dropping all the goblins on it into the darkness below. The rest of the Company also were fighting the goblins around them with their various weapons and fighting styles as Peggy and Sousa used their combat training to easily dispatch the confused Goblins. Several goblins snarled as they swung on ropes toward the dwarves.

"Cut the ropes!" Thorin yelled

Thorin, Peggy and some of the dwarves managed to cut the ropes holding a raised platform in place; the platform fell outward, entangling the goblins swinging on the ropes. As Kili was fighting, several goblins started shooting arrows at him. He deflected some arrows with his sword; he then grabbed a nearby ladder and dropped it on the oncoming goblins. Kili and some of the other dwarves ran forward with Sousa helping them, pushing the ladder and the goblins it had trapped in front of them. As they approached a missing area of the path, the goblins fell down into the darkness; the ladder, however, acted as a bridge for the Company to cross to the rest of the path. As soon as they crossed it, Dwalin broke the ladder, preventing the goblins chasing them from crossing it.

"Quickly!" Gandalf ordered the Company to move quickly

"I feel we made some progress back there as a team" Jarvis said to Dwalin a little hopeful that they could put these problems they had together behind them.

"You did good fellow. You still got a long way to go yet before you're considered one of us." Dwalin said as he continued running ahead.

"Right then." Jarvis said as he ran along

The dwarves, trio and Gandalf continued their running through the maze-like paths; they then managed to get on a section of the path suspended by ropes from above. They sliced some ropes, and the pathway swung away from the rest of the path, and then approached a different path.

"Jump!" Thorin yelled out

Several of the dwarves as well as Peggy managed to jump to the other path; however, before the rest, Jarvis and Sousa could, the suspended path swung back like a pendulum to where it started, and several goblins leaped on. As the path swung back again, the rest of the dwarves, Sousa, Jarvis and Gandalf managed to jump to the new path as well; they cut the ropes, causing the swinging path and the goblins on it to fall. The dwarves, trio and Gandalf continue running through the tunnels, killing all the goblins in their way. Gandalf managed to strike a rock above them with his staff, causing the rock to fall down and begin rolling in front of the Company, squashing all the goblins in their way. Soon, they approached a bridge between two walls of the cavern. As they tried to cross it, the Great Goblin suddenly broke through from underneath the bridge and pulled himself up onto the bridge, in front of the Company. As the Company paused, hundreds of goblins approached them from all sides.

"Oh bugger" Peggy said as she looked to the others for ideas.

"You thought you could escape me?" the Great Goblin asked feeling confident.

The Great Goblin swung his mace twice at Gandalf, causing Gandalf to stumble back and almost fall.

"What are you going to do now, wizard?" the Great Goblin asked feeling triumphant over his enemy.

Gandalf leaped forward and struck the Great Goblin in the eye with his staff. The Great Goblin dropped his mace and clutched his face in pain.

"Ow, ow, ow!" the Great Goblin cried out.

Gandalf stepped forward and sliced the Great Goblin in the belly; the Great Goblin fell to his knees, clutching his belly.

"That'll do it." Gandalf said as he felt triumphant over defeating his enemy.

Gandalf again swung his sword and sliced the Great Goblin's neck, causing him to fall down dead. His weight caused the bridge to start shaking; suddenly, the section of the bridge on which the company was standing broke away from the rest of the bridge and started sliding down the side of the cavern. The bridge slided at a terrific speed down the cavern's wall, demolishing everything in its way; the dwarves and trio clinging on, and screaming in terror. The bridge slowed down and landed at the base of the cavern, breaking apart and burying the dwarves and trio in the timber and wood. Gandalf managed to get up from the pile of wreckage helping Peggy out of it and then inspected the rest of the dwarves, who were still stuck in the wreckage.

"Well, that could have been worse." Bofur said

Peggy sighed and face palmed. Why did he have to say that?

Suddenly, the heavy corpse of the Great Goblin landed on the wreckage, squishing the dwarves further. They cried out in pain.

"You had to say that?" Sousa said a little annoyed

"You've got to be joking!" Dwalin cried out

As the dwarves, Sousa and Jarvis extricated themselves from the rubble, Kili looked up and saw thousands of goblins running at them.

"Gandalf!" Kili cried out

"There's too many! We can't fight them." Dwalin concluded realizing the battle was lost.

"Only one thing will save us: daylight! Come on! Here, on your feet!" Gandalf ordered

The dwarves got up quickly, helping each other out of the rubble, and they ran away, following Gandalf and the trio.

* * *

Gollum jumped into a tunnel, a tunnel with an exit to the side of the mountain. Daylight was visible through the exit.

"Wait, my Precious! Wait! Gollum, Gollum." Gollum cried out

Bilbo slowly approached him, invisible with the Ring on with his sword drawn. Hearing a noise, Gollum quickly hid behind a rock. As Bilbo watched, Gandalf, the trio and the dwarves ran by, escaping through the exit. Bilbo, seeing his companions, was frantic. The dwarves and Gandalf ran down the side of the steep, tree-covered mountain. Gollum again entered the tunnel, looking for Bilbo and the Ring. Bilbo, still invisible, then put his sword to Gollum's neck, and then pulled back to swing the sword and cut off Gollum's head. Before he could swing, however, Gollum turned around, looking down the passageway behind him. He couldn't see Bilbo, but Bilbo could see him. Again, Bilbo placed the tip of his sword at Gollum's throat, but he hesitated upon seeing Gollum's extreme sadness. For a second, Gollum looked almost human. Bilbo lowered his sword, pitying Gollum and remembering what Gandalf told him about swords and courage while also remembering Peggy's advice about being what he was which was a Hobbit and that he wouldn't kill someone so misguided. Bilbo then felt determined and took a deep breath, stepping back a few feet. Hearing Bilbo's feet, Gollum frowned and began to growl. Bilbo ran forward and leaped over Gollum, stepping on Gollum's head and knocking him over in the process. Still invisible, Bilbo ran out the exit as Gollum jumped up and scrabbled around him, trying to grab the invisible Bilbo, roaring all the while.

"Baggins! Thief! Curse it and crush it, we hates it forever!" Gollum cried out in anguish and hatred.

Still invisible, Bilbo ran down the mountain after the rest of the Company. Far in front of him, Gandalf paused to count how many dwarves were with him as well as the trio. The dwarves paused to collect their breath as did Jarvis and Sousa as Peggy put her hand on them offering support.

"Five, six, seven, eight...Bifur, Bofur...that's ten...Fili, Kili...that's twelve...and Bombur - that makes thirteen as well as you three that's sixteen. Where's Bilbo? Where is our Hobbit? Where is our Hobbit?" Gandalf yelled to them

"Curse the the halfling! Now he's lost?!" Dwalin yelled out in frustration

"I thought he was with Dori!" Gloin added

"Don't blame me!" Dori said pleading his innocence

"Just calm down all of you. You're acting like overgrown children. Blaming each other won't solve the issue" Peggy said which seemed to silence them.

"Right you are Agent Carter. Now where did you last see him?" Gandalf asked

"I think I saw him slip away, when they first collared us." Nori said trying to recall

"What happened exactly? Tell me!" Gandalf yelled demanding an immediate answer.

Bilbo, still invisible, managed catch up to the rest of the group. He hid behind a tree as Thorin spoke

"I'll' tell you what happend...Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door! We will not be seeing our Hobbit again. He is long gone." Thorin said frustrated

Bilbo, who was still invisible, heard everything Thorin said. He leaned on the tree as he pondered upon what he just heard. The dwarves looked at each other. Peggy walked towards Thorin angrily and punched him in the face as he stumbled back and growled at her angry as she put her hands to her hips ready to take anything he could throw at her.

"I haven't known Bilbo that long but what I do know from what I've observed is that he is loyal no matter what. He is braver then most men who I knew in the army. Sure he might have started out on this journey afraid but who wouldn't be? Away from your environment and what you know and you're suddenly plucked into a world unfamiliar to you? People will always be afraid. You're afraid. All of you are and you don't even realise it. I was afraid once and sometimes I still am. By denying your true feelings you're just hurting yourselves. But then again I'm just a strange woman who doesn't know better. You don't need to say it I've heard it all before." Peggy said to the stunned Thorin as he and the other Dwarves stared at her as did Sousa and Jarvis who were shocked especially at the fact she admitted to being scared one time something they've never seen from her.

Peggy then regained herself "I'm sorry Bilbo I promised I'd look out for you and now you're gone. I failed again. Just another one to add to the list of those lost under Peggy Carter" she said in sadness as she looked like she was about to cry.

"No, he isn't." Bilbo said

Bilbo stepped out from behind the tree, no longer invisible. The dwarves and the trio looked up in shock and relief. Gandalf laughed as he then spoke.

"Bilbo Baggins! I've never been so glad to see anyone in my life!" Gandalf said in happiness

Bilbo walked forward into the group; he then patted Balin affectionately on the shoulder and then hugged Peggy who hugged him back, relieved to see him as Jarvis and Sousa looked happy at seeing him okay and Peggy no longer upset at herself.

"Bilbo...we thought you'd given you up!" Kili said in shock

"How on earth did you get past the Goblins?!" Fili asked

"How, indeed." Dwalin said suspiciously

There was an awkward silence as Bilbo tried to think what to say. In the end, he gave a nervous laugh and put his hands on his hips. Gandalf was the only one to notice Bilbo sliding the Ring into his waistcoat pocket. Gandalf looked at this a bit perturbed.

"Well, what does it matter? He's back!" Gandalf said seemingly dismissing this but he secretly kept his suspicions of Bilbo's reappearance to himself.

"It matters! I want to know - why did you come back?" Thorin said annoyed and confused

"Look, I know you doubt me, I know you always have. And you're right, I often think of Bag End. I miss my books. And my armchair. And my garden. See, that's where I belong. That's home. And that's why I came back, cause you don't have one. A home. It was taken from you. But I will help you take it back if I can." Bilbo said making his case as he then turned to the trio and nodded to them as if to say his message applies to them as well as they nodded back in appreciation.

After Bilbo spoke, there was silence as the dwarves began to think about what Bilbo said. Gandalf smiled slightly, happy that Bilbo has changed so much - for the better. Peggy then placed her hands on his head.

"Steve would be proud of you" Peggy said remembering her old love and how Bilbo's bravery and gentle nature reminded her of him. He then smiled back at her.

* * *

Meanwhile Azog and his Warg Riders managed to get to the top of the mountain.

"Run them down! Tear them to pieces!" Azog ordered his crew

He than swung his mace forward, and several of his Wargs (without riders) leapt forward and raced down the mountain after the Company, howling. Hearing the howling, the Company members realised they were in danger.

"Out of the frying pan..." Thorin began

"...and into the fire! Run! Run!" Gandalf finished

They all started running down the mountain as fast as they could, Peggy, Jarvis and Sousa not even having time to stop and question that odd saying Thorin and Gandalf shared. The Wargs followed them rapidly; as it became nighttime. Soon the foremost Warg caught up to the group and leaped at Bilbo; Bilbo ducked behind a rock and the Warg's jaws snapped in the air over his head as the Warg landed in front of him. Growling, it charged at him.

Bilbo pulled out his sword and held it in front of him; surprisingly, the Warg impaled itself in the head on the sword and fell down dead as Bilbo looked on in surprise. A few more Wargs then managed to catch up to the fleeing dwarves, but they were quickly dispatched. The Company then reached a large outcropping of land with a few trees growing on it; they then realised they were trapped there, as there was no way off the outcropping besides a great fall down the mountain.

"So what now?" Sousa asked

"Up into the trees, all of you! Come on, climb! Bilbo, climb!" Gandalf ordered as everyone began doing so.

Bifur then threw an axe, killing a Warg which was approaching him. Bofur jumped off a rock and grabbed a tree branch, using Dwalin's head as a stepping stone to the tree. Other dwarves began climbing into the trees as well while Jarvis and Peggy began climbing as he began carefully climbing with his crutch still in hand.

"Careful now Chief Sousa" Jarvis said

Bilbo tried to pull his sword out of the dead Warg's head, but it was stuck firmly. He then continued to pull to no avail.

"They're coming!" Thorin yelled out

Gandalf climbed to the top of the furthest tree as Dwalin boosted Balin up. Thorin, Bombur, and the rest then began climbing up trees too as the main body of Wargs and Warg Riders approached them. Bilbo finally managed to pull his sword out of the Warg as then he looked up to see several more Wargs running at him. He quickly began clambering up a tree as the Wargs rushed below him. Dozens of Wargs circled the trees in which the Company members were perched. Gandalf reached out with his staff and picked up a moth sitting in the same tree as him. Bringing the moth close to his face, he whispered to it as he then blew it gently, causing it to flutter away. The Wargs ceased their growling and turned as the White Warg, with Azog on its back, approached slowly. Thorin looked at Azog in shock.

"Azog?!" Thorin said in disbelief and shock.

Unbeknownst to Thorin, Peggy noticed a look on Thorin's face of something she accused him of denying earlier. Fear. This was what he feared.

As his White Warg growled Azog stroked it and began talking ominously.

"Nuzdigid? Nuzdi gast ("Do you smell it? The scent of fear?") Ganzilig-i unarug obod nauzdanish ("I remember your father reeked of it,") "Torin undag Train-ob ("Thorin son of Thrain.")" Azog said confidently

Thorin looked stricken with pain and grief, realising that Azog had captured his father. Peggy then began to look at him with a bit of pity now somewhat understanding why he was the way he was that he wanted to protect his family and by putting on this confident behavior he would be seen as someone with no fear.

"It can not be." Thorin said still not processing this.

Azog then spoke to his Wargs and Riders.

"Kod, Toragid biriz ("That one is mine.") Worori-da ("Kill the others!")" Azog ordered

At his command, the Wargs leapt forward and tried to climb the trees. They jumped as high as they could, scrabbling at the tree trunks and breaking apart branches in their jaws in their efforts. The trees shook violently at the assault, as the dwarves and trio struggled to hold on.

"Sho gad adol! ("Drink their blood!")" Azog commanded

With the weight of the Wargs climbing it, the furthest tree from the edge of the cliff, which Bilbo and several other dwarves along with Jarvis were in, got uprooted from the ground and began leaning wildly. As more Wargs grabbed onto it, the tree tipped over and landed on the next tree; the dwarves, Jarvis and Bilbo jumped from the falling tree to the next. However, this tree as well tipped over; like dominoes, all the trees began falling over. All the dwarves, Bilbo, Peggy, Sousa and Jarvis who Peggy grabbed a hold of to help and Gandalf managed to jump onto the last tree, on the very edge of the cliff as this tree didn't end up falling over as Azog laughed at their attempts to keep themselves safe. Looking around in desperation, Gandalf spied a pinecone. He then grabbed it and used his staff to set the pinecone on fire; he then threw it down amid the Wargs, who retreated in fear of the fire as Azog became startled and angry at the unexpected resistance. Gandalf then lit two more pinecones and threw one down to Fili.

"Fili!" Gandalf called out to the Dwarf

Fili then caught the pinecone. Bilbo, the trio and the dwarves gathered pinecones as Gandalf set them on fire; they then began throwing the flaming pinecones like missiles at the Wargs. All the area around the tree was then set on fire, forcing the Wargs to retreat a distance while at least one Warg gallopped away with its fur alight. Azog roared in anger and frustration as the dwarves cheered while Peggy smiled hoping that the battle was won. Suddenly, their cheers turne into cries of fear as the roots of the tree they were in started to give way; the tree tipped precariously over the edge of the cliff, but then came to a rest sticking straight out away from the edge of the cliff. Gandalf then looked down and saw the ground far, far, below. The dwarves tried to hold on as they were flung around. Ori then lost his grip on the tree and fell, but then managed to grab on to Dori's leg.

"Aahhh! Oh! Oh no!" Ori cried out in anguish

"Mister Gandalf!" Dori yelled out to the wizard for assistance.

Because of the extra weight, Dori lost his grip on the tree as well and fell, but Gandalf quickly swung his staff down and Dori grabbed on to the end of it.

"Hold on, Ori!" Dori called out to his kin.

Azog growled at this; Thorin, clinging to the tree, then looked at him in hate and anger. Thorin pulled himself up, his sword drawn, and got off the tree as Bilbo and the others, hanging from the tree, looked on.

"What is he doing?!" Jarvis yelled out confused

Thorin then ran through the burning ground at Azog and his White Warg. Azog then spreaded his arms wide with a smug grin on his face. Thorin growled as he ran with his sword up and his oaken branch shield held in front of him. Azog crouched, and then roared as his Warg leapt at Thorin. Thorin tried to swing his sword, but the Warg then hit him in the chest with its forepaw, smashing Thorin to the ground. The other dwarves in the tree looked on in shock. Dori struggled to hold on to Gandalf's staff.

"Help!" Ori cried out.

As Thorin got back on his feet, panting, Azog and his White Warg wheeled around; they then charged at Thorin again. Azog swung his mace and smashed Thorin in the face before Thorin could react. Thorin was then brutally flung to the ground by the impact.

"Nooo!" Balin cried out in anguish

Azog however roared in excitement as Bilbo managed to stand up on the tree. The White Warg clamped its jaws around Thorin and Thorin yelled in pain. Dwalin tried to get off the tree to assist Thorin, but the tree branches he was holding on to broke swinging him precariously over the edge and preventing him from reaching Thorin.

"Thorin! Nooo!" Dwalin cried out at seeing his kin being hurt.

As the White Warg held Thorin in its mouth, Thorin managed to hit its head with the pommel of his sword. Roaring, the White Warg threw Thorin several feet away onto a flat rock nearby. Thorin landed heavily, his sword falling out of his hand. He was almost unconscious.

"Biriz torag khobdudol! ("Bring me the Dwarf's head.")" Azog ordered his men

One of Azog's Warg Riders jumped off his Warg and approached Thorin. Bilbo, seeing this, pulled out his own sword, which then glowed blue. The orc approached Thorin and placed its sword against his neck; raising the sword, the rider prepared to decapitate Thorin. As he swung his sword down, Bilbo suddenly threw himself at the orc and knocked him over. As they fought, Bilbo managed to stab and kill the orc. As Azog growled in anger, Thorin went unconscious. Pulling his sword out of the dead orc's body, Bilbo stood in front of the unconscious Thorin protecting his body. He then waved his sword wildly at Azog and the other Wargs.

"Kill him." Azog ordered

A couple of Wargs and Riders approached Bilbo, snarling. Suddenly, Fili, Kili, and Dwalin, who have managed to get off the tree, plowed into the Wargs from the side and started fighting them. In the confusion, Bilbo yelled and leapt forward, wounding a Warg. The White Warg then hit Bilbo with his head and sent him flying, however. As the fighting around them continued, Azog and his White Warg approached Bibo to kill him. Fili, Kili, and Dwalin have since been surrounded by Wargs, and Bilbo was at Azog's mercy. Peggy then jumped off the tree to try and assist Bilbo.

"Miss Carter!" Jarvis yelled out.

"I hope you know what you're doing Peggy" Sousa yelled out to her.

"You know me I have a habit of getting myself into trouble." Peggy said as she landed down and managed to cut Azog as he then growled and stumbled back as their two swords clashed and they fought for a bit before he managed to knock Peggy back as she panted.

"Who are you lady warrior?" Azog asked confused and angry at Peggy who interrupted his kills.

"Agent. And that's all you will hear from me you piece of filth" Peggy said as she was ready to go for another round.

Suddenly, the moth returned to Gandalf. Dori then sliped from the end of Gandalf's staff, as Dori and Ori then fell toward the ground far below. An eagle then swooped out of nowhere and caught them on its back; they yelled in fear as they were carried swiftly away. Several more Eagles appeared and joined the fray. Some grabbed Wargs and Orcs and tossed them over the cliff. Others knocked down trees, which crushed the Wargs below them. Another Eagle fanned the flames with its wings, causing an inferno which burned the Wargs. Azog snarled in frustration. One Eagle gently grabbed Thorin and his sword in its talons and flew away. As Thorin was lifted off the ground, his oaken branch shield sliped off his arm and landed on the ground. Azog roared and jumped back as an Eagle flew by him; the Eagle headed straight for an alarmed Bibo and Peggy who just stood there dumb founded as it snatched them both off the ground. It then threw Peggy and Bilbo, as they screamed and then fell toward the ground, only to land on the back of another Eagle. The rest of the Eagles then proceeded to snatch the dwarves, Jarvis and Sousa out of the tree and fly away. When only Gandalf was left in the tree, the roots gave way and the tree fell off the edge of the cliff. Gandalf leaped clear of it and was then caught by an Eagle. As the Eagles flew away with all the Company, Azog and the few Warg Riders left growled in anger and frustration.

The Eagles soared through the sky over a great distance and over many landscapes. Thorin lied unconscious in one Eagle's talons as the others began to worry about him.

"Thorin!" Fili yelled with worry

The Eagles then approached a massive rock structure shaped like a bear which was named the Carrock. The Eagle carrying Thorin then gently deposited him and his sword on a flat area on top of the Carrock. Another Eagle landed on the Carrock as Gandalf slided off its neck, running toward the unconscious Thorin.

"Thorin! Thorin." Gandalf called out to his ally

Thorin however was not responding. Bilbo ran up as Peggy followed him. Gandalf placed his hand on Thorin's face and whispered a spell. Thorin's eyes fluttered open and he gasped for air. He then spoke weakly.

"The halfling?" Thorin asked confused as to what happened

"It's alright. Bilbo is here. He's quite safe." Gandalf said reassuring him of his safety.

By now, the other dwarves, Jarvis and Sousa have all been landed on the Carrock, and they surrounded the wounded Thorin. Dwalin and Kili then helped Thorin up. However, once he was up, he shrugged them off and approached Bilbo and Peggy who was a little annoyed at him. They saved him and now he was going to reprimand them again?

"You! What were you doing? You nearly got yourself killed! Did I not say that you would be a burden? That you would not survive in the wild and that you had no place amongst us?" Thorin shouted

"Bilbo and I saved you and yet you still are going to chastise us? What will make you happy?" Peggy said confused

Thorin advanced until he was face to face with Bilbo, who looked worried and frightened as Peggy was prepared to step in again if needed.

"I've never been so wrong in all my life!" Thorin yelled with happiness.

Thorin grabbed Bilbo and embraced him deeply. The other dwarves cheered loudly and slapped each other on the back as Dwalin did the same to Jarvis who jumped startled as Dwalin then smiled and laughed as Jarvis then laughed along with him. Gandalf smiled at this. Bilbo, looking quite surprised, hugged Thorin back. Peggy was surprised at this too as all she could do was stand there confused as to what was going on.

"I am sorry I doubted you." Thorin said as he then turned to Peggy "The both of you."

"No, I would have doubted me too. I'm not a hero or a warrior...not even a burglar." Bilbo said looking at Peggy who smiled at him and nodded to Thorin as a sign of respect seemingly putting their issues with each other behind them for now.

As everyone chuckled, the Eagles then flew away, screeching.

"Incredible" Jarvis breathed

"I'll say." Sousa said as he then turned to the Dwarves "From where we're from the Eagle is a symbol of pride and hope." as they nodded in understanding and awe.

Thorin looked beyond Bilbo and Peggy and saw something; he strided forward, and the others followed his gaze.

"Is that, what I think it is? Bilbo asked noticing something

In the distance, on the horizon, they saw the outline of a single, solitary mountain. Peggy, Sousa and Jarvis were shocked but impressed at what they were seeing.

"Erebor - The Lonely Mountain. The last of the great dwarf kingdoms of Middle-earth." Gandalf said looking upon the kingdom

"Our home." Thorin said with pride and determination.

Suddenly a bird cheeped and flew by.

"A raven! The birds are returning to the mountain." Oin said happy that good things were happening

"That, my dear Oin, is a thrush." Gandalf said correcting him.

"But we'll take it as a sign - a good omen." Thorin said with a calm feeling the first he felt in awhile

"You're right. I do believe the worst is behind us." Bilbo said smiling

The Company looked on at the Lonely Mountain as the sun came up behind them. Peggy then smiled at what had transpired. Though they would be here for awhile it seems, Peggy knew Howard and Jason were no doubt doing their best to bring them back home. Until then she was now finally contempt to remain here with Daniel and Jarvis and help the Dwarves reclaim their homeland no matter what.

Unbeknownst to them the thrush flew across the Desolation of Smaug, flying in front of the ruined gates of Erebor, and then finally landed on a rock on the side of the mountain as it picked up a snail and banged the snail shell against the side of the mountain. Inside the mountain, a massive pile of gold, coins, jewels, and treasures was piled up in the throne room, and the sounds of the thrush echoed through the massive chambers. Some of the gold then blew away, as the dragon Smaug's snout was revealed beneath the pile. As Smaug slowly raised his head from beneath the pile, more treasure fell away from his face as his eye opened as Smaug then growled.

Author's Note: So yeah that was a long chapter but the Unexpected Journey portion is now done. Anyway I hope you enjoyed this chapter. This is your friend Steve993 and I'll see you next time as we begin the Desolation of Smaug portion of the story.


	9. The House Of Beorn

Author's Note: Here's the next chapter. Took a little break but now back to it as we enter the Desolation of Smaug portion of the story. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or reading for the first time then I hope you enjoy.

* * *

It was nightime as rain fell heavily upon a small, dirty-looking town. The town in question being Bree which was on the borders of the Shire. As the night raged on, a figure wearing a pack and a raincoat walked through the street and then up to a building and paused, inspecting the sign hung above the door which said "The Prancing Pony." The figure, which turned out to be Thorin, looked about and then entered the tavern. As he walked through, the bartender handed a drink to a man saying something to the like of "There you are". The busy tavern was filled with much raucous talk and laughter throughout. A waitress threaded through the crowd at the pub carrying a mug and a platter of cheese and bread while drunk and unruly customers got in her way, as she moved around them

"Watch it" she called out as they continued going about their business. She then made her way to Thorin's table and set down the mug and platter.

"Here you are" she said.

"Thank you" Thorin said

Thorin then put down his pipe, which he had been smoking as he tore apart his bread and began to eat it. As he ate, he looked around at all the activities going on in the pub. Sensing something, he looked to the right and saw a bald, suspicious-looking man watching him. He looked to his left and saw another shady character watching him. Thorin then put his bread back on his plate and, as the two men stood up and moved toward him, slowly wraped his hand around the handle of his sword, which was strapped to his pack next to him. Suddenly, a figure appeared at the table in front of him that being, Gandalf, as he sat across from Thorin.

"Mind if I join you?" Gandalf asked politely.

As the waitress passed by, Gandalf caught her sleeve.

"I'll have the same" he said as she went off to get his order.

The suspicious men then backed away as Gandalf began speaking to Thorin.

"I should introduce myself. My name is Gandalf. Gandalf the Grey" Gandalf said beginning the conversation.

"I know who you are" Thorin told him.

"Well now! This is a fine chance. What brings Thorin Oakenshield to Bree?" Gandalf asked being friendly.

"I received word that my father had been seen wandering the Wilds near Dunland. I went looking, and found no sign of him" Thorin said disappointed.

"Thorin, it's been a long time since anything but rumour was heard of Thrain." Gandalf said a little sympathetic to his cause but trying to make him come to terms of the inevitable reality of his father's fate.

"He still lives; I am sure of it." Thorin said determined

Gandalf looked up as the waitress setted his platter of food in front of him.

"My father came to see you before he went missing. What did you say to him?" Thorin asked hoping to get answers from Gandalf about his father.

"I urged him to march upon Erebor; to rally the seven armies of the dwarves, to destroy the dragon and take back the Lonely Mountain. And I would say the same to you. Take back your homeland." Gandalf said urging him to do what he knew was right.

Thorin picked up his mug and drank from it contemplatively.

"This is no chance meeting, is it, Gandalf?" Thorin asked now seemingly catching onto the wizard's possible plan.

"No, it is not. The Lonely Mountain troubles me, Thorin. That dragon has sat there long enough. Sooner or later, darker minds will turn toward Erebor. I ran into some unsavory characters whilst traveling along the Greenway. They mistook me for a vagabond." Gandalf said informing him of his worries.

"I imagine they regretted that." Thorin said knowing full well of Gandalf's abilities and knew that you wouldn't want to cross him in a fight.

"One of them was carrying a message." Gandalf said

Gandalf then laid a dirty piece of cloth with a message and a picture of the Lonely Mountain drawn on it on the table and pushed it toward Thorin.

"It is Black Speech" Gandalf told him with a grave tone.

Thorin, who had been reaching forward to take the message, warily pulled his hand away.

"Promise of payment." Gandalf said informing him of what it meant.

"For what? Thorin asked

"Your head. Someone wants you dead. Thorin you can wait no longer. You are the heir to the throne of Durin. Unite the armies of the dwarves. Together you have the might and power to retake Erebor. Summon a meeting of the seven dwarf families. Demand they stand by their oaths." Gandalf said urging him to go along with his idea.

"The seven armies swore that oath to the one who wields the King's Jewel, the Arkenstone! It is the only thing that will unite them, and in case you have forgotten, that jewel was stolen by Smaug." Thorin angrily reminded him but still keeping his tone a little low to avoid any attention.

Thorin and Gandalf looked up as the two shady men from before got up and left together, looking back over their shoulders at Thorin and Gandalf.

"What if I were to help you to reclaim it?" Gandalf asked proposing a new idea.

"How? The Arkenstone lies half a world away, buried beneath the feet of a fire-breathing dragon." Thorin asked skeptical of Gandalf.

"Yes, it does, which is why we are going to need a burglar." Gandalf said as he put his plan into motion.

* * *

Meanwhile on another side of the bar Peggy suddenly awoke as she got up from the bar's table of which her face was lying on top of as she found herself sitting on a stool and holding a mug of liquor. She then looked at it confused as she slowly came too.

"What the bloody hell?" Peggy asked before a voice interrupted her thoughts.

"Are you going to have another one English or are you going to call it a night? I recommend the latter because you look a little tired. I'll call someone to get a horse to take you home" Angie said as she wiped down a mug.

Peggy looked astonished to see her friend and neighbor Angie Martinelli, an aspiring actress who had a part time job waitressing doing just that behind the bar she was at. Suddenly she remembered that she was still in Middle Earth and that Howard and Jason had yet to come and find her, Daniel and Jarvis so this had to be a dream.

"No Angie I think you're right I better just go home. Wait this isn't going to turn into another musical nightmare is it?" Peggy asked remembering when Angie appeared in one of her dreams, she ended up in a Broadway show of who she loved more Daniel or Jason to which she chose Daniel in the end but was thankful to still have Jason as a friend.

"Oh don't worry we're long past the point of your love life being up in the air English. You seem to have yourself sorted out now." Angie said happy for her friend as she playfully punched her arm in congrats.

Peggy smiled at her friend as she noticed Angie wasn't wearing her traditional waitress uniform but instead one more appropriate for Middle Earth as the other waitresses wore the same. Her friend asked her another question interrupting her thoughts.

"You're still worried about the situation with the Chief aren't you?" Angie asked

"No not really. Like you said Daniel and I are getting along well now but time for ourselves hasn't worked out for us I'm afraid because we're taking a vacation in unknown territory and we have a job to do there." Peggy said as she noticed Angie giving her a look.

"Not him English I mean the other chisel boned agent. How are you going to deal with that? Angie asked a little sympathetic for her friend.

Peggy looked at her mug hesitantly as she realised she meant Jack.

"I'll deal with that when the time comes but for right now I don't know I have this to take care of. Jack and I never got along you might say. We argued constantly no denying that. He made a decision that nearly killed us all. But he wasn't a bad man in the end. He didn't deserve this. I still regret threatening to shoot him that day. If I only bloody knew he was going to..." Peggy said banging the bar table in frustration as she saw Angie touch her hand trying to calm her.

"English while all these guys are drunk they can be spooked and we don't want this to place to be wrecked." Angie said trying to calm her.

"You're just a figure of my imagination why do you care if it..." Peggy began but was interrupted again.

"The point being that you never knew what was going to happen that day. He wouldn't want you blaming yourself. All you can do is make sure Mr. Stark gets you home so you can find the guy who did this." Angie said giving her a warm smile of encouragement.

Peggy then smiled again.

"I'm glad you ended up as my conscience and not Mr. Jarvis or something." Peggy said as she felt determined now more then ever to make sure things were set right when she returned home.

"Correct Miss Cater I am not your conscience but I am here to remind you to wake up." Jarvis said suddenly appearing.

* * *

Peggy awoke again as this time she was in reality out in the wilderness back with the Company as she saw Jarvis and Sousa there trying to wake her up s she brushed them off as she stood up.

"Are you alright?" Sousa asked

"I've had more less pleasing naps." Peggy said as she turned to her boyfriend and friend.

"Bilbo is up scouting right now." Jarvis said informing her of the situation.

"Hopefully he won't be seen" Sousa said

"I don't think he will. Gandalf said the whole reason he chose Bilbo was due to his size and he has been able to evade people before." Peggy said not feeling worried.

"Shame we couldn't have someone like that in the agency" Sousa said jokingly

"We'll make him an honorary agent when this is all over. You can do that right Chief?" Peggy said with a smile.

"I'll see what I can do Agent." Sousa said smiling.

Much like in the dream it was now night time shortly after the attack by Azog and his crew. Bilbo was peeking over some rocks on a high ledge and watched as Azog and his Warg Scouts were running along a ridgeline not far away, occasionally stopping to smell the air in their pursuit of the Company. Not finding anything, they continued on their way. Suddenly, Bilbo heard a snarl from the side, and ducked behind the rocks. He peeked out and saw a large bear watching Azog from another pile of rocks, snarling softly as Bilbo managed to sneak away. Bilbo eventually made his way down the rocks to where the dwarves, Peggy, Jarvis, Sousa and Gandalf were waiting to hear Bilbo's spy report.

"How close is the pack?" Dwalin asked

"Too close. A couple of leagues, no more, but that is not the worst of it." Bilbo bluntly said

"Of course it had to be" Jarvis said a little worried.

"Have the Wargs picked up our scent?" Dwalin asked again

"Not yet, but they will; we have another problem." Bilbo said

"Did they see you? They saw you!" Gandalf yelled reprimanding him

"No, that's not it." Bilbo said a little taken aback by Gandalf's outburst

Gandalf smiled and turned to the dwarves.

"What did I tell you? Quiet as a mouse. Excellent burglar material." Gandalf said complimenting him.

The dwarves chuckled loudly in appreciation of Bilbo. Bilbo looked exasperated that no one was hearing him out. Peggy then turned to the Dwarves who quickly shut up worried she would do something to them except for Thorin who remained unfazed.

"Go ahead Bilbo. Say what you need to say." Peggy said turning to him.

Bilbo gave her a nod of appreciation.

"Thank you Peggy. Now please will you listen- Will you just listen? I'm trying to tell you there is something else out there." Bilbo said with a tone of urgency.

The dwarves suddenly began to look worried. Peggy then turned to her friends who gave varying looks of concern.

"What form did it take? Like a bear?" Gandalf asked

"Ye..." Bilbo began

Bilbo then paused and looked curiously at Gandalf.

"Y- yes. But bigger, much bigger." Bilbo said

"You knew about this beast?" Bofur said turning to Gandalf.

"Are there more?" Sousa asked

Gandalf turned and walked a few steps away.

"I say we double back." Bofur said not wanting to face the beast.

"And be run down by a pack of Orcs." Thorin said reminding him.

"Who says we have to face him or her? We could try and be peaceful with the bear." Jarvis said proposing a non-violent solution.

"Mr. Jarvis you couldn't handle a flamingo how do you suppose trying to speak to a bear will go?" Peggy said reminding him of his escapades with Bernard the flamingo.

The Dwarves were confused by the creature Peggy just mentioned.

"What's a flamingo?" Dori asked.

"There is a house, it's not far from here, where we might take refuge." Gandalf said trying to get things back on track.

"Whose house? Are they friend or foe?" Thorin asked

"Neither. He will help us, or he will kill us." Gandalf said

"Well that's encouraging" Peggy said folding her arms thinking this over as her friends didn't say anything.

The dwarves looked at each other in dismay.

"What choice do we have?" Thorin asked turning to his brothers for an answer.

A roar suddenly split the night behind them being the bear.

"None." Gandalf said with urgency

"Disregard what I said earlier" Jarvis said a little worried by the noise.

* * *

The company then began running through plains and across streams.

"Come on!" Gandalf ordered

As the Company ran through a forest, Azog and his Orcs were racing through the forest too as Azog urged his party on. Both groups suddenly stopped when an ear-splitting roar sounded nearby.

"This way, quickly!" Gandalf ordered as the Company kept running.

As the dwarves panic and began to run as was Jarvis, Bombur looked on in shock until he was pulled along

"Bombur, come on!" Bofur said

As they exited the forest, they spied a house surrounded by a hedge in the middle of a plain.

"To the house! Run!" Gandalf ordered

"Let's just hope he's home" Sousa managed to yell out as he ran with his crutch as Peggy stayed back to help him.

As the Company ran across the plain; Bombur, the fattest dwarf, surprisingly managed to outrun all the rest of them in his fear as they then rann through a gate in the hedge.

"Come on, get inside!" Gandalf ordered

They then ran to the front door of the house which was closed. Bombur, who managed to reach the door first, threw himself against it but fell flat on his back when the door didn't budge. The rest of the dwarves , Bilbo and the trio managed to catch up and began throwing themselves against the door, trying to open it. Gandalf looked back as a massive bear broke out from the edge of the forest and ran toward them.

"Oh crumb biscuits" Peggy said a little worried at the bear's ferocious speed as it came faster towards them.

"Open the door!" Gandalf ordered as the Company continued banging on the door.

"Quickly!" Thorin chimed in on ordering the door to be opened.

Thorin, pushing through the dwarves pressed against the door, as he managed to raise the exterior bolt, opening the doors. The entire company bolted inside the house as they tried to slam the door shut, but the bear had already gotten its head in the door. As the bear roared and tried to push the door open, the dwarves yelled and strained themselves in an effort to close it. Bilbo pulled out his sword and pointed it unsteadily at the bear as Peggy joined him in an effort to to hold the bear off as Sousa and Jarvis followed suit.

Gandalf looked on in apparent amusement though. The dwarves yelled as they pressed against the door.

"Come on, lads!" Dwalin yelled to his brethren.

With a final heave, the dwarves managed to close the door and drop the bolt across it. They sighed in shock, fear, and tiredness.

"Well I think we showed that fellow" Jarvis said feeling triumphant.

"Somehow I don't believe we are getting the whole story here." Peggy said as she folded her arms and gave Gandalf a questioning look.

"What is that?" Ori asked

"That...is our host." Gandalf said informing them.

The dwarves, Sousa, Jarvis and Bilbo turned to Gandalf in bewilderment. Peggy however looked at him with an "Of course" look.

"His name is Beorn, and he is a skin-changer." Gandalf said informing them of the bear's true identity.

Oin then checked his hearing trumpet to make sure he heard Gandalf correctly.

"I don't understand what you're saying Gandalf. He can change form?" Sousa asked a little skeptical.

"Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves." Gandalf said informing them of what Beorn was.

The dwarves looked at each other in dismay. Ori peaked through a crack in the door.

"He's leaving!" Ori yelled but a little quiet.

Dori suddenly pulling him away from the door.

"Come away from there! It's not natural, none of it. It's obvious: he's under some dark spell." Dori said dismissing Gandalf's idea of a shape shifter.

"Do you people just like not listening clearly?" Peggy asked a little annoyed

"Indeed Agent Carter. Don't be a fool Master Dwarf; he's under no enchantment but his own. Alright now, get some sleep, all of you. You'll be safe here tonight."

The dwarves started to spread out through the house as did Peggy, Jarvis, Sousa and Bilbo.

"I hope." Gandalf whispered to himself

* * *

It was now night as Beorn's house could be seen from a distance as a massive bear was growling and walking around while from the edge of the woods, Azog and his company watched the bear as one of his Orcs came up to him.

"Bu margi hum. Guri shugi khozdayil" ("Attack them now. Kill the Dwarf filth while they sleep.") an Orc said

"Shâ. Hulim nari arangish" ("No. The Beast stands guard.") Azog said annoyed

Azog angrily began to walk away from Beorn and the house, as his Orcs followed him. They then walked back to where the rest of their group was as several Wargs were fighting each other.]

"Zadgarimid ru mong" ("We will kill them on the road.") Azog said informing his crew

Azog and his Orcs all suddenly snapped to attention when they heard a sound, as they pulled out their weapons. Another large, pale Orc astride a Warg suddenly ran up to them, as the Warg stopped inches from Azog, growling at his face. Azog stood without flinching, although he snarled at him. The pale Orc, Bolg, was holding a weapon shaped like a sharp spinal column, and he had iron plates embedded in his skull and chest.

"_ _ _" ("They are gathering in Dol Guldur. The Master has summoned you!") Bolg said informing his boss.

Azog could only growl in anger.

* * *

It was night in Beorn's house as a mouse scampered across Beorn's chessboard, which has pieces shaped like bears. The dwarves were sleeping all throughout the house. Jarvis, Sousa and Peggy were also sleeping. Bilbo, who was sleeping, suddenly sat up and looked around. After making sure that no one was watching him, he pulled out the Ring. As he examined it, a dark voice was heard chanting softly.

"Ash nazg durbatulûk, ash nazg gimbatul, ash nazg thrakatulûk, agh burzum ishi krimpatul." ("One Ring to rule them all, One Ring to find them, One Ring to bring them all and in the darkness bind them.") the voice said

* * *

As the chanting grew louder, Peggy awoke as she then got a headache.

"Ow bloody hell" Peggy said as she awoke.

Bilbo noticed her awake as he quickly put the Ring away.

"Are you alright Peggy?" Bilbo asked hoping she hadn't noticed anything.

"I'm alright. This tends to happen with me sometimes" Peggy said

"Well goodnight then." Bilbo said as he returned to his bed as Peggy returned to hers as she looked back for a second and then left again.

Meanwhile in Dol Guldur it was also night as several Orcs were heading into the fortress. Azog then began walking out onto a raised walkway in Dol Guldur. A darkness known as the "The Necromancer" which Gandalf and the White Council previously discussed, flew through the air and began speaking to Azog.

"_ _ _" ("We grow in number. We grow in strength. You will lead my armies.") the Necromancer spoke.

"_ _ _" ("What of Oakenshield?") Azog asked

"_ _ _" ("War is coming.") the Necromancer spoke.

"_ _ _" ("You promised me his head!") Azog angrily yelled.

The darkness flew right through Azog, as he spun around to face it.

"_ _ _" ("Death will come to all.") the Necromancer spoke

The Darkness then disappeared, leaving Azog snarling as an Orc came up to him.

"_ _ _" ("Do we call off the hunt?") the Orc asked

Azog contemplated for a few seconds as he then made up his mind, yelling out a name into the dark.

"_ _ _" ("Bolg!") Azog yelled out

The Orcs turned as Bolg, much taller than any of the other Orcs, walked up to Azog, pushing the other Orcs aside. Scoff and Bog stood toe to toe, as both were equally large and dangerous looking. They then began to glare at each other.

"_ _ _" ("I have a task for you. Do you still thirst for Dwarf blood?") Azog asked

Bolg, whose left eye was cloudy and blind, growled in agreement.

* * *

In the forest outside Beorn's house, the bear ambled toward the house. At the edge of the forest, the bear stood on its hind legs, as its form melted into that of a tall man. The man then looked toward the house.

Bilbo was sleeping in the house, after hearing a noise, woke up and quietly peeked out of his blankets as he saw Beorn, in human form, enter.

It was now morning as Beorn's ponies pranced through the fields. A very large bumblebee landed on Bilbo's nose, waking him with a start. Putting on his jacket, he walked toward the kitchen, where all the dwarves , Peggy, Jarvis, Sousa and Gandalf were already seated. Beorn poured milk from a pitcher into Fili's cup while Jarvis drank his tea seemingly happy with himself. Beorn was much taller than any human, even taller than Gandalf. Beorn then began to address Thorin.

"So you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?" Beorn asked

"You know of Azog? How?" Thorin asked

"My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved." Beorn sadly informed

Bilbo then noticed the remnants of manacles on Beorn's wrist.

"Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him." Beorn said bitterly.

"There are others like you?" Bilbo asked intrigued

"Once, there were many." Beorn informed

"And now?" Bilbo asked although he probably knew the answer already

"Now, there is only one." Beorn sadly informed

The dwarves, Bilbo, Peggy, Jarvis, Sousa and Gandalf looked on in silence.

"We're sorry to hear that. Unfortunately from where we come from such barbarity is also common" Jarvis said remembering what Hydra and the Nazis did as Peggy and Sousa nodded in agreement. He remembered what it was like saving his beloved Ana from such a terrible fate and thanked every day that she was with him.

"You need to reach the mountain before the last days of autumn?" Beorn asked them

"Before Durin's Day falls, yes." Gandalf said informing him.

"You are running out of time." Beorn informed them back.

"Which is why we must go through Mirkwood." Gandalf said informing him of their next destination.

"A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need." Beorn said telling them about the forest.

"We will take the Elven Road. That path is still safe." Gandalf said hoping he was right.

"Safe? The Wood-Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But it matters not." Beorn said as he dismissed Gandalf's plan.

"What do you mean?" Thorin asked curious as to what he meant

"These lands are crawling with Orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive." Beorn bluntly informed him.

"We'll take that chance" Peggy said not wanting to lose the battle just yet.

Thorin looked shocked as Beorn stood up from the table and faced Thorin.

"I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own." Beorn said bitterly at them.

"Somewhat true" Jarvis said as Dwalin looked at him annoyed.

Beorn then picked up a mouse that had been scampering on the table and held it, all the while approaching Thorin who was standing with his arms crossed as Peggy and her friends looked on with anticipation wondering what would happen next.

"But Orcs I hate more. What do you need?" Beorn asked the Company

* * *

The Company saddled and began to ride Beorn's ponies. As they rode away, Beorn, who was staying at his house, looked around for danger.

"Go now, while you have the light. The hunters are not far behind." Beorn informed them.

The company rode rapidly across the land, slowing to a stop as they approached a looming, gloomy-looking forest. Gandalf dismounted and walked into the edge of the forest through an ancient archway.

"Well so much for finding another place as lovely as Rivendell" Jarvis said a little disappointed.

"The Elven Gate." Gandalf said looking upon it.

Gandalf turned and called to the others.

"Here lies our path through Mirkwood." Gandalf said as they approached the gate.

"No sign of the Orcs. We have luck on our side." Dwalin said

"Let's hope you haven't jinxed us by saying that" Sousa said

Dwalin then dismounted as did Sousa. Gandalf squinted as he saw something in the distance, which turned out to be Beorn, in his bear-form, watching them from a distant ridge.

"Set the ponies loose. Let them return to their master." Gandalf said giving them an order.

The dwarves, Peggy, Jarvis and Bilbo dismounted and began taking their supplies off the ponies. Bilbo approached the forest on foot as Peggy joined him.

"This forest has no doubt seen better days I can only hope?" Peggy asked as she observed the forest.

"This forest feels...sick, as if a disease lies upon it. Is there no way around?" Bilbo asked.

"Not unless we go two hundred miles north, or twice that distance south." Gandalf informed

Gandalf then began to follow a path a few feet further into the shadows and approached a plant-covered statue. At the same time, Bilbo, who was standing by himself, reached into his pocket and, after some internal conflict, slowly pulled out the Ring and fingered it. Just like when he examined it in Beorn's house, the voice whispering the "One Ring to rule them all" chant returned as Peggy again held her head in pain as if the voice of the Ring was calling to her. Jarvis noticed this and went up to her and put his hand on her shoulder in concern as Sousa went up as well.

"Are you alright Miss Carter?" Jarvis asked with concern.

"I'm fine Mr. Jarvis it's just a headache." Peggy said dismissing it as nothing.

"Seems like it's more than just a headache Peg you looked like you were being attacked inside your head." Sousa said a little worried but determined to help his girlfriend.

She then held him close as he held her back.

"I'm okay don't worry about it" Peggy said as she kissed him on the cheek as Jarvis turned away to give them privacy.

"Oh come on I witnessed you nearly have your tongue in your wife's mouth the first day I met her. I would almost swear Howard was rubbing off on you a little." Peggy said as Sousa looked at Jarvis surprised.

"It's not about how one reacts Miss Carter it's about respecting one's privacy of which I always uphold." Jarvis said

Meanwhile as Gandalf approached the statue, Galadriel suddenly appeared, evidently thought-speaking to Gandalf from Rivendell.

"Something moves in the shadows unseen, hidden from our sight. Every day it grows in strength. Beware the Necromancer. He is not what he seems." Galadriel said telepathically speaking to Gandalf.

Gandalf approached the statue apprehensively, as he then quickly yanked off the vines, revealing a painted-on Eye of Sauron, the former seemingly deceased Dark Lord of Middle Earth. The Flaming Eye of Sauron suddenly briefly appeared to Bilbo who, still holding the Ring, gasped slightly at this.

"If our enemy has returned, we must know. Go to the tombs in the mountains." Galadriel said telepathically speaking to Gandalf

Gandalf, hearing her words in his head, nodded in agreement.

"The High Fells. So be it." Gandalf said realizing what had to be done.

* * *

The unladen ponies trotted away. Nori was just about to finish unsaddling Gandalf's horse when Gandalf suddenly emerged from the forest.

"Not my horse! I need it." Gandalf informed them

As Gandalf ran forward, the Company looked up and murmured in surprise.

"You're not leaving us?" Bilbo asked disappointed

"You're not going to go yell at the clouds or something are you?" Peggy asked disappointed but annoyed at this sudden change of plans.

"I would not do this unless I had to." Gandalf informed them

Gandalf looked at Thorin and then turned and looked at a dejected Bilbo.

"You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire." Gandalf said happily

"I was going to tell you; I...found something in the Goblin tunnels." Bilbo said a little hesitantly.

"Found what?" Gandalf asked curious

Gandalf leaned forward curiously and suspiciously; Bilbo didn't answer immediately, but fumbled with the ring in his pocket. Peggy looked over but didn't seem to notice the Ring only his hand messing about.

"What did you find?" Gandalf with a grave tone.

Bilbo stayed silent for several more seconds, then finally responding

"My courage." Bilbo said not informing him of the truth.

He then removed his hand from his pocket.

"Good. Well, that's good. You'll need it." Gandalf said happy for him

Gandalf then looked at the trio as they looked back wondering what he was going to say to them.

"Agents Carter and Sousa, Mr. Jarvis look after them and most importantly each other. Comradery is most important in these desperate of times. One must not lose faith." Gandalf said to them as they nodded understanding and agreeing with him.

"Don't worry Gandalf we'll try to keep that in mind." Sousa said

Gandalf turned and began walking toward his horse; he then spoke as he passed Thorin.

"I'll be waiting for you at the overlook, before the slopes of Erebor. Keep the map and key safe. Do not enter that mountain without me." Gandalf said giving them an order.

Gandalf stopped and looked hard at Thorin as he said what he just said, as he then continued toward his horse.

"This is not the Greenwood of old. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray." Gandalf gravely informed

"Lead us astray? What does that mean?" Bilbo asked turning to Dwalin

Gandalf then got on his horse as it began raining lightly, even though the sun was out.

"You must stay on the path; do not leave it. If you do, you will never find it again." Gandalf informed them.

Gandalf wheeled his horse and then rode away.

"No matter what may come, stay on the path!" Gandalf yelled out.

With that, Thorin and Company turned toward the forest.

"Come on. We must reach the mountain before the sun sets on Durin's Day." Thorin said

"Durin's Day. Let's go!" Dwalin said with determination

"This is our one chance to find the hidden door." Thorin said

"But Gandalf said we were not to enter the mountain without him?" Jarvis asked confused.

"I'm starting to believe Mr. Jarvis that Gandalf speaks in riddles and more often then not somehow we'll end up there regardless and as such wishes us to go there provided we can make it." Peggy said

"Don't fall behind. Let's go." Thorin said

The Company then made their way along into the forest continuing their journey, now without one of their most powerful allies the Grey Wizard.

* * *

Author's Note: So yeah that was a little long but I wanted to get a few things done but we are now into the Desolation of Smaug portion of the story. I hope you liked the Angie appearance I know it was a bit confusing combining the film's opening flashback with a dream sequence but it was the only way I could get it to work. As for Jack who I mentioned I'm still sort of dancing around the issue of his fate because of the cliffhanger ending which now may or may not get resolved due to Agent Carter's unfortunate cancellation. I'll make a decision once the story ends because I'm considering an idea but I won't say what until it ends but let me know what you think would be best in regards to Jack do you think he survived or died? Again to all those who have reviewed so far then thank you and I hope you are enjoying the story and if I'm making some mistakes then I apologise it's just I'm working from a transcript and trying to format that into this format while adding my own dialogue for the Agent Carter characters it gets difficult sometimes. Anyway this is your friend Steve993 and I'll see you with the next chapter.


	10. The Spiders Of Mirkwood

Author's Note: Here's the next chapter. Took a little break but now back to it. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or reading for the first time then I hope you enjoy. Also go check out fellow writer Dr. Manhatten's new story Scarlet Witch and the Thirteen Dwarves a fanfic crossing over Avengers and the Hobbit. His great crossover stories of Avengers and Lord Of The Rings inspired this one so without him this wouldn't be possible so give it a review and favourite when your done here.

* * *

The Company began entering Mirkwood, following the paved path that started at the Elven Gate as Thorin lead them. Peggy offered to serve as a co-leader but he turned down her offer so she decided to stick with Sousa and Jarvis. At some point the path changes to a corner mysteriously.

"The path leads this way" Thorin said signifying the Company to follow him.

As the dwarves and Bilbo kept following the path through the forest, it twisted and turned over all sorts of terrain such as bare ground, high ledges, fallen tree trunks, and more with the color palette being very blue/gray, and gloomy. Peggy began to notice this as she then turned to Sousa and Jarvis.

"Something isn't right here. Do you two notice it?" Peggy asked her friends.

"The colour seems to have changed. Must be something to do with a weather. I should have brought my umbrella" Jarvis said grimacing worrying that it may rain again.

"No that isn't it." Peggy said feeling unsure.

"What do you mean?" Sousa asked curious as to what she was feeling.

"I don't know. Something Gandalf said about the path. Stay close." Peggy said as they kept walking.

Dwalin meanwhile began thumping the handle of his hammer on the ground to find the paving stones of the trail.

"This way" Dwalin said as the Company continued walking. Peggy noticed the air feeling tight as Jarvis started to feel it as well and clutch himself as Peggy and Sousa held him too assist him.

"Mr. Jarvis?" Peggy asked in concern.

"You okay?" Sousa asked

"Something is wrong with the air." Jarvis said trying to fix himself

"Air I need air." Bofur said in agreement.

"My head, it's spinning." Oin said feeling affected by whatever is happening to the Company.

The dwarves suddenly began running into each other as Nori, in front, stopped abruptly. Peggy noticed this as she began getting a splitting headache.

"Oh hell not this again" Peggy said as she held her head in pain.

"What's happening?" Oin asked as if to some up everyone's grievances of the moment.

"Keep moving" Thorin said as if none of this affected him "Nori, why have we stopped?" he continued.

"The path... it's disappeared!" Nori said in alarm

"Damn it." Sousa said in frustration as Peggy and Jarvis nodded their heads agreeing with Jarvis being a little worried.

"What's going on?" Dwalin asked annoyed but alarmed.

"We've lost the path!" Oin said in alarm.

Everyone was now standing in front of a steep cliff, with no path ahead of them.

"Something Gandalf said about the path" Peggy said trying to remember.

"Find it. All of you. Look for the path!" Thorin ordered

Meanwhile, the path was not far away from them, but on the other side of the cliff. They had unknowingly left it some time ago.

The Company continued wandering through the forest as The forest has already begun to affect them mentally, as they staggered about as Peggy grabbed Jarvis and helped him up as he was about to fall.

"I don't remember this place before. None of it's familiar." Balin said confused

"It's got to be here." Dori said trying to look

"What hour is it?" Thorin asked

"I do not know. I don't even know what day it is." Dwalin answered

"Is there no end to this accursed place?" Thorin asked in annoyance.

"Gandalf said we needed to stay on the path and now we've lost it. I guess this is what he meant. Stay on the path or your mind goes bonkers I suppose" Peggy said in annoyance as she kept looking.

The dwarves all began muttering and rambling as they wandered about. Bilbo absentmindedly plucked a spiderweb as it vibrated, with the vibrations continuing through the various linked spiderwebs and far off into the forest as Bilbo plucked the web again. He then heard a strange whispering noise.

They then continued walking as Bilbo looked down and saw himself walking backward, although it's actually just an illusion. He looked back at Dori, behind him, and saw himself. His entire vision began shifting and tilting. Peggy noticed this as she put her hand on his shoulder as he looked up at her.

"Are you alright Bilbo?" Peggy asked with concern.

He looked up at her with some grievance but then tried to be optimistic "I'll be fine Peggy. I do believe whatever this is maybe is affecting all of us." Bilbo said

"You got that right" Sousa said as he noticed the web but dismissed it's significance.

Ori meanwhile leaned down and picked up a tobacco pouch as Dori then took it from him.

"Look." Ori said with some optimism.

"A tobacco pouch. There's dwarves in these woods." Dori said with confusion but hope.

Bofur then took the pouch from Dori wondering what this meant.

"Dwarves from the Blue Mountains, no less. This is exactly the same as mine." Bofur said confused

"Because it is yours. You understand? We're going round in circles. We are lost." Bilbo said bluntly.

"We're not lost. We keep heading east." Dwalin said dismissing him.

Peggy sighed. This wasn't going to do them any favours in being stubborn and confused

"But which way is east? We've lost the sun." Oin asked

As the dwarves began bickering indistinctly, Bilbo looked up and saw a bit of sun through the tree canopy far above him. He then began speaking quietly, and no one else can hear him over the bickering. Peggy, Sousa and Jarvis noticed this as they tried to get the Dwarves the attention.

"The sun. We have to find the sun. Up there. We need to-" Bilbo began as nobody heard him.

"Hey all of you look up" Sousa yelled out to no effect.

The dwarves have started fighting and pushing each other around as Thorin stood apart, listening. He then began hearing the strange whispering sound that Bilbo heard earlier and began muttering to himself.

"What? What's that?" Thorin asked as nobody responded

"Oh for love of my grandmother's soul can't you all go 5 seconds without arguing?" Peggy yelled in alarm at their bickering.

The whispering continues as Thorin turned and yelled at the dwarves.

"Enough! Quiet! All of you! We're being watched." Thorin yelled as if to say he for once agreed with Peggy.

Jarvis then turned to see Bilbo climbing.

"Careful there Master Bilbo" Jarvis said calling out to him.

Bilbo began climbing up one of the trees nearby. As he crawled, he didn't notice the masses of spiderwebs all around him as his head then broke then through the trees and into the air. Suddenly, it is as if a spell has been broken, Bilbo's head began to clear. As he breathed deeply, he noticed blue butterflies flying all around him. The sun was setting, and everything looked beautiful. Bilbo then began smiling and laughing. He then looked off into the distance and noticed several landmarks. He then called down loudly to the dwarves below.

"I- I can see a lake! And a river. And the Lonely Mountain. We're almost there!" Bilbo yelled out in happiness.

He then heard no reply from the dwarves nor Peggy, Jarvis or Sousa.

"Can you hear me? I know which way to go! Hello?" Bilbo asked confused

Bilbo then looked down, trying to see the dwarves and the trio. He then heard a thumping noise in the distance and looked up.

"Hello?" Bilbo asked trying to find anyone.

In the distance, trees began to move haphazardly under the weight of something approaching. The movement was coming straight toward Bilbo and the dwarves. Worriedly, Bilbo climbed down a bit and peered around. He then stepped forward, only to trip over a spiderweb and fall several feet, bouncing painfully off branches, and yelling in pain and shock the entire time. He then manages to catch himself on a branch, then watching in horror as a web parted to reveal a massive spider. As the spider opened its fangs and hiss at him, Bilbo yelled and fell again, landing on his back in an even bigger spiderweb now being stuck to it, thus unable to resist as the spider began wraping him up tightly.

* * *

Meanwhile all of the dwarves along with the trio have also been captured by giant spiders as the spiders have hung them upside down from tree branches as a spider began towing a web-encased Bilbo toward the dwarves then, reaching for him with its jaws, presumably to administer its poison. Bilbo waking up and realising what is happening just as the spider bends toward him, he managed to swing his sword, which he had been holding, straight up from his body, through the web, and into the spider, gutting it and flinging it over the edge of the branch he had been lying on, sending it crashing to the forest floor as he quickly then managed to rip off the cocoon of web he has been wrapped in. Looking up, he notices the dwarves and the trio wrapped up and hanging from branches noticing also Peggy struggling to break from her bonds and get her sword out to fight. Hiding behind a tree trunk he doesn't seem to notice a spider climbs up the other side of the trunk.

Pulling his Ring from his pocket Bilbo manages to slip it on his finger. In addition to becoming invisible, he also through the magic of the Ring has now entered the Ring's "other dimension," and he can suddenly understand what the spiders are saying.

"Kiilll theemm. Kiill theemm." One of the Spiders sneered

"Eat them now, _ _ _ and runny." Another Spider said agreeing

"Their hide is tough. There is good juice inside." A Spider said while opening it's jaws

"Stick it again! Stick it again! Finish it off!" Another Spider egged on.

The spider surround one of the wrapped dwarf as the dwarf kicked but couldn't do much when wrapped up so tightly. Another one then came to Jarvis as he tried not to panic.

"You know I'm becoming quite tired of this happening." Jarvis said trying not to anger the Spider as he voiced his grievance of the thought of being eaten again.

Peggy then kept trying to break through her webs but nothing seemed to work. What was this Spider silk made of. She then managed to call to Sousa.

"How about you? Any luck on your end?" Peggy asked her boyfriend.

"No. This web seems to be tighter then any normal spider silk. My crutch feels like it's glued to my side." Sousa said trying to move to no avail.

"Ahh! The meat's alive and kicking!" A Spider said with alarm.

"Kill them, kill them now. Let us feast." Another Spider began urging.

The rest of the spiders then started taking up the chant, of "Feast! Feast!"

Bilbo, holding his sword in front of him, slowly began approaching the spiders. He managed to duck just in time as a spider crawled along a branch above him, going toward the dwarves. Bilbo throwing a piece of wood away and to the side, causes all the spiders to rush after the source of noise.

"What is it? What is it? Kill it! Feast! Feast!" A Spider cries out as it scurried away.

Peggy sighed in relief that Bilbo had come to save them. Suddenly her happiness turns to worries when she notices ne spider staying behind and beginning to prepare eating a wrapped and squirming Bombur.

"Fat and juicy. Just a little taste." The Spider said seductively almost.

The spider drops Bombur to the tree trunk and preparing to eat him but Bilbo sneaks up and strikes it on its rear with his sword as the spider began spinning around and hissing, with Bilbo still being invisible to it as Bilbo keeps slicing at it, slicing away a leg and part of its head.

"Curses! Where is it? Where is it?!" The Spider cries out in pain

Bilbo then pulls off his ring, revealing himself to the spider giving a little smile before speaking

"Here!" Bilbo said with confidence as he struck his enemy.

Bilbo thrusts his sword directly into the spider's head as he begins hearing it's cries

"It stings! Stings!" the Spider cried out it's last word

Bilbo pulled out his sword satisfied with his victor as the spider, dead, crashes to the ground. Bilbo then looked at his sword and remembered how other members of the Company had names for their swords and decided he finally found his.

"Sting. That's a good name." Bilbo said to himself feeling a bit of pride.

Bilbo then looking toward where the dwarves and trio are still wrapped and tied up wastes no timing in helping his friends

"Sting." Bilbo repeated reaffirming his confidence he felt.

Bilbo then used Sting to cut down all the dwarves as they land on the forest floor and proceed to rip off their wrappings, cursing and yelling the entire time as the trio did the same albeit more calmer. Sousa then fixed himself as he moved his crutch about as Jarvis then fixed his suit dusting off all the dirt and silk that had been left on him as Peggy approached them.

"Really? We just got saved from a hoard of hungry Spiders and the first thing you do Mr. Jarvis is fix your suit?" Peggy asked

"It's the only clothes I have right now. We may have to find a market." Jarvis said

"Yeah I guess you're right this suit has seen better days." Sousa said noticing the stains that were showing more on his own suit.

"While I don't think our clothing should be our priority right now I guess this dress could use a wash or maybe never see the light of day again" Peggy said somewhat agreeing with them.

"Where's Bilbo?" Bofur asked reminding the trio of the task at hand

"Bilbo!" all the Dwarves began to cry out.

"I'm up here!" Bilbo called.

Peggy smiled at him in appreciation. Despite what these Dwarves have said he's still willing to prove everyone wrong just like Steve or herself. Her eyes then went wide as she noticed what was about to attack him as Sousa seemed to notice it too.

"Bilbo watch out!" Sousa yelled up at him.

Just then, a spider jumped at Bilbo from underneath the branch he was standing on, pinning him underneath it. However, managing to put his sword in front of him just in time, he stabs the spider through the belly. The spider falling off the branch, Bilbo, entangled in its legs, ends up falling with it. As the pair smashes against branches on their way down, Bilbo's ring falls off his finger landing some distance away from where Bilbo lands. Bilbo manages to get up and begins stumbling toward where the Ring fell as Peggy quickly looks over to see if he's okay but gives a confused look as she notices him scrambling for the Ring which she doesn't see.

" _What are you looking for?"_ Peggy thought to herself

Her thoughts were interrupted though as she notices the dwarves having trying to escape, only to be surrounded by the returning spiders. They then began fighting against the spiders with their various weapons as Sousa and Jarvis join cutting and stabbing with Sousa crushing a few with his crutch. Peggy then ran fast to help them as she began slicing and stabbing as many spiders she could. Though sword play wasn't something she practiced in much do to it not being a customary thing to have one she was glad the skills she did possess were paying off for her in her fights here do to the lack of her gun which now empty was useless to her. She then noticed Bombur being knocked to the floor by a spider, standing over him to try and bite him. She was about to help and kill the beast but one of the Dwarfs cried out an order that she decided to forgo helping feeling they got the situation handled hopefully.

"Grab a leg!" one Dwarf cried out

The other dwarves each grabbed one of the spider's legs with Jarvis helping them.

"Pull!" a Dwarf cried out.

The dwarves pull at the spider's legs, managing to pull its legs right off its body with the dismembered body of the spider landing on Bombur as Jarvis quickly leapt away from it.

"Goodness gracious me" Jarvis exclaimed at the sight of this.

"No offence Jarvis but I've seen this happen and not with spiders. It's worse then this when people are involved" Sousa said remembering horrific war wounds he saw in the past during his service in the war.

"Oh I can only imagine Chief Sousa. It's just still barbaric as all" Jarvis said as the two then returned to helping the Dwarves.

Bilbo meanwhile began frustratingly looking around for the Ring.

"Where is it? Where is it? Come on. Where is it?" Bilbo repeated in alarm

Bilbo slowly looking over his shoulder began to notice the Ring lying on the ground nearby and walks towards it relieved of it being safe.

Suddenly, a young, odd-looking spider emerged from the ground just behind the Ring causing Bilbo to step back a bit. The spider's legs pushes the Ring aside as the spider itself crawls toward Bilbo. Bilbo looking at it angrily, rushes at it with his sword raised, yelling all the way as he begins hacking at the spider in a berserk manner, hacking and slicing all over the place.

The dwarves and trio meanwhile are still fighting the spiders not noticing Bilbo's change in attitude as a spider manages to grab Kili, Peggy groaning in frustration at the thought of not being able to help as she was being tied up with spiders she was still fighting.

"Kili!" Fili cried out towards his brother

Bilbo not noticing the Dwarf in peril continued hacking wildly at the spider, slicing off limbs, feelers, and more. Finally he manages to stick his sword in its throat, ripping it out, then jumping and stabbing the spider through the head and into the ground. As the spider falls dead, Bilbo began panting heavily not having felt such a rush of energy before almost as if it wasn't normal. He then grabbed the Ring off the ground, holding it up and showing it to the dead spider.

"Mine!" Bilbo said with almost dark sense of satisfaction of having claimed his mysterious prize.

Bilbo then sat down and began examining the Ring. As he continues to gaze on it, the enormity of what he has just down dawns on him, and he looks shocked at what he just did looking down and seeing all the spiderwebs and gore on himself. He could only cover his mouth in shame and disgustedness. He had secretly hoped Peggy hadn't seen what he just committed. What would she think of him now? Probably be ashamed which he didn't want to do because she's been nothing but kind and gracious to him on this journey in comparison to everyone else he would hate to see that go away all because of this thing. He was about to put the ring away when he suddenly heard a noise.

The dwarves and trio have defeated their spiders, and are running through the forest. More spiders began to jump down on threads of silk in front of the dwarves and hiss at them as Jarvis yelped at seeing one but quickly stabbed it as it fell. Feeling satisfied he kicks it as Peggy then grabbed him as they kept running.

"I think I may get used to using a sword after all. Of course when we get home I'll just resume fencing for fun but..." Jarvis began as Peggy interrupted him.

"Yes all well and good Mr. Jarvis congratulations. I've killed about 50 I'd say so far. Now come on." Peggy said as they continued running with Sousa following them a little behind do to his crutch.

Thorin raised his sword in preparation to fight the Spiders that were blocking them, but pauses and then looks up noticing something. A blonde Elf, Legolas, running through the treetops, swings down a spider's silk in order to land on it and kill it. He then slides on the forest floor under the spider facing Thorin, slicing it in half, and comes up kneeling with an arrow nocked in his bow and pointing at Thorin. Several other Mirkwood elves then appeared, drawing arrows and pointing them at the dwarves and trio although they were confused by their presence.

"Do not think I won't kill you, dwarf. It would be my pleasure." Legolas said with no hesitation.

The dwarves and trio look around and see that they are completely surrounded and outnumbered by Mirkwood Elves, all with drawn bows aimed at the dwarves.

"Perhaps now Mr. Thorin we should apply peaceful negotiations for once?" Jarvis proposed to everyone

"I'd like to see that" Sousa said whispering to Peggy feeling Thorin wouldn't go for such a thing.

Everyone suddenly was reminded of something else when they heard a cry for help.

"Help!" Kili cried out

"Kili!" Fili cried out determined to help his brother.

The dwarves whirled around to see a spider pulling Kili away by the foot. Peggy was about to help to make up for when she couldn't earlier but was prevented from doing so when someone else arrived. A female Elf, Tauriel, began running through the forest as she manages to kill three spiders with her bow and knife, then killing the spider pulling Kili with an arrow. She then turned to attack another spider behind her, and yet another spider rushes toward Kili. Peggy meanwhile cocked her head to the side and nodded her head in surprise but kept watching this impressive display of combat.

"Throw me your dagger! Quick!" Kili cried out to her.

"If you think I'm giving you a weapon, dwarf, you're mistaken!" Tauriel replied showing no difference in her prejudice that Legolas showed.

Tauriel manages to kill her spider with her knife, as she then spins and throws the knife, killing the spider that was attacking Kili. Kili could only look on in amazement at her skill the second time he saw a female doing so on his quest the first being when he first witnessed Peggy hold her own against the Orcs. She may be an Elf but he couldn't deny her beauty and skill.

* * *

"Search them." Legolas ordered his party

The elves approach the dwarves and trio and start searching them. An elf manages to confiscate two of Fili's knives as another one takes Sousa's crutch as he loses a bit of his balance.

"Hey come on pal I need that" Sousa pleaded.

The elf looking at him with suspicion decides to hand it back to him but takes his sword and gun from his pocket which he began examining with curiosity. Legolas meanwhile pulls a picture frame with two pictures out of Gloin's pocket.

"Hey! Give it back! That's private!" Gloin yelled out in annoyance

Legolas then began looking at a picture of a dwarf not caring if he insulted the Dwarf.

"Who is this? Your brother?" Legolas asked with no sense of care for the Dwarf's feelings

"That is my wife!" Gloin yells out offended at his remark while Jarvis looked over with curiosity having never heard mention of the Dwarf's family until now.

Legolas then begins to look at the other picture, which is of a dwarf child.

"And what is this horrid creature? A goblin mutant?" Legolas asked again not caring that he was insulting the Dwarf.

"That's my wee lad, Gimli." Gloin replied with pride for his son not caring for the Elf's insult as his son was one of the things that mattered most to him and he'd be damned if he was going to let an Elf's insult get to him.

Legolas could only raise his eyebrow at Gloin in contempt. Jarvis overhearing them would have laughed at the insult almost but then felt a sense of sadness. Hearing of Gloin's son only reminded him more of the children he and Ana could not have because of what happened with Whitney Frost. Regaining his composure as an elf searched him they looked at him curious as to why he a man was here.

"Ah good day sirs. How may I assist you?" Jarvis asked with a polite tone as they began searching him.

Meanwhile, the elf searching Fili manages to find even more knives all around his person. Fili sighs when the elf finds even some in a secret hidden pocket as Peggy looked over wondering how he could carry so many knives while she was being searched much to her annoyance

"Gyrth in yngyl bain?" ("Are the spiders dead?") Legolas asked in his native language which Peggy picked up on sounding similar to what she heard in Rivendell but slightly different. Due to their attitude and impressive fighting style she picked up on the fact they were Elves without them even having to give proper introductions. She was beginning to understand things better here each day she thought to herself.

"Ennorner gwanod in yngyl na nyryn. Engain nar." ("Yes, but more will come. They're growing bolder.") Tauriel replied back again in her native tongue.

Fili then opened his jacket to show the elf searching him that he has no knives left but the elf finds another one hidden in Fili's hood much to his frustration. An elf then hands Legolas Thorin's sword, Orcrist, as he begins inspects it.

"Echannen i vegil hen vin Gondolin. Magannen nan Gelydh." ("This is an ancient Elvish blade. Forged by my kin.") Legolas said in his native language before switching to English or Common Tongue as it was referred to in Middle Earth. "Where did you get this?"

"It was given to me." Thorin answered with honesty even if he felt the Elf didn't deserve it.

Legolas not buying such an explanation could only point the sword at Thorin.

"Not just a thief, but a liar as well." Legolas replied in disgust.

"Hey Errol Flynn!" Peggy called out to Legolas who looked at her in confusion as did her two friends confused at her throwing out a reference to escapist entertainment which she didn't do normally.

"I thought you didn't go to the cinema Miss Carter?" Jarvis asked in confusion remembering how she told him she didn't do so when he asked her did she have any hobbies of sorts outside her work which she didn't.

"I'm not that inept Mr. Jarvis I know some films. Okay Howard took me to see San Antonio why the bloody hell are we arguing about this?" Peggy asked in frustration as she pointed at Legolas "Now I never thought I would say this when we started on this journey but Thorin is no liar. I saw him find that sword in the cave and use it to take down that Goblin King so if you're calling him a liar then you're probably calling my friends and I liars too because they'll back me up on this."

The Elves all whispered to each other in surprise over hearing Peggy's words that the Great Goblin was dead as Legolas held up his hand to silence his kin. Tauriel looked at Peggy not sure what to feel as Legolas began to question the trio.

"Tell me. What business does two men and woman have wandering with Dwarves near the Woodland Realm. Speak quickly." Legolas asked the trio as they looked around for a minute before answering with Sousa speaking on their behalf.

"We're not from around here let's say. We met up with these Dwarves and a wizard named Gandalf and we were hoping they'd help us get home". Sousa answered as the Elves again looked at each other with questions as to what all this meant.

"If Mithrandir was among you. Why is he not here?" Legolas asked them not entirely buying into the story.

"Because he buggered off with not much reason given. It's something that's happened more times then you think." Peggy replied.

Legolas then looked at Peggy. Though she was roughed up a little bit from the fighting with scuff and dirt marks on her face Legolas couldn't help but commend her skills with a blade and also notice that her beauty still shined through with the other Elves also noticing this. He then took her hand and kissed it.

"What is your name maiden warrior?" Legolas asked as Tauriel looked on with a hint of jealousy of the chivalry her childhood friend was showing this mysterious woman although she did silently share Legolas's sentiments about Peggy's skills as a warrior and hoped to possibly question her further on her fighting style should they not be locked up.

Peggy didn't miss a beat though giving the Elf her usual reply to a mysterious man she didn't know even if his manners were nicer then men she's encountered previously she still didn't trust him do to his attack. "Agent" she replied.

Legolas then looked at Peggy as he was confused by her title. "Forgive me maiden but I am not familiar with such a name for a person. Is it your title?" he asked

"You can say that." Sousa began as he gestured to Peggy "Her name is Agent Peggy Carter and I'm Chief Sousa we're both of the Strategic Science Reserve."

Jarvis then bowed before introducing himself much like he did with Elrond before "Edwin Jarvis. And might I say on behalf of all of us here we are delighted to be amongst the company of Elves once more." Jarvis said before Dwalin slapped him on the back of his head as he rubbed it in pain.

"Only you're happy you prissy tea maker" Dwalin insulted as Jarvis stood up in defiance of Dwalin's remark.

"I'll have you know Master Dwarf I fold Mr. Stark's laundry 263 times a day, twice on Sundays. I helped save a woman's life from possible death by horrible human beings that person being my wife so I am more then just a tea maker my good sir" Jarvis yelled out to him as he didn't seem to listen.

Peggy shook her head as she returned to trying to negotiate with Legolas.

"Look we don't want any trouble here we just want to move further along. Is that clear to you" Peggy asked.

"Very much so Lady Carter. Because you are not Dwarves we will not hold you prisoner." Legolas said to her

"Well that's good news" Sousa said in relief.

"But they are Dwarf so they will be held prisoner. Legolas then switched again to his native tongue. "Enwenno hain!" ("Take them!") he ordered his party

The elves then began leading the dwarves away with Peggy, Sousa and Jarvis travelling on their own as Tauriel and Peggy both shared another look before continuing their walk. As they began to walk, Bofur manages to turn and whisper to Thorin

"Thorin, where's Bilbo?" Bofur asked

Peggy noticed this as both she and Thorin looked around, but neither of them could see no sign of Bilbo.

The dwarves, Peggy, Sousa and Jarvis were now being led over a bridge and into the Woodland Realm as the trio noticed it's similarity to Rivendell but still it felt different. Peggy summarized that the Elves must have had different kingdoms for different regions. After they pass through, Legolas addresses the guards of the gate.

"Holo in ennyn." ("Close the gate.") Legolas said ordered

Unbeknownst to everyone Bilbo, invisible, was running along the bridge and toward the gate. Legolas turns, sensing something, and looks down the bridge. Seeing nothing after a few seconds, he turns and walks through the gates as they closes but Bilbo, unseen, slips through the gates before they close.

The dwarves, Peggy, Sousa and Jarvis were now being led through the raised wooden walkways of the Woodland Realm. The entire place being built out of tree roots in a subterranean cavern. Much like Rivendell Peggy and her friends could only look at the area in wonder.

"My word it's even more beautiful then Rivendell" Jarvis said in awe.

"It doesn't seem like whoever runs this place is as hospitable as Elrond was." Sousa said noticing the Dwarves in chains.

"This time we don't have Gandalf so who knows how that whole thing would have gone down if we didn't have him. Stay close" Peggy warned her friends as they nodded in agreement.

It was then Peggy and her friends noticed the King of Mirkwood, Thranduil, Legolas's father, sitting on his throne. Much like Elrond and even Thorin himself he had the regal look of a king with a very large crown that Jarvis noticed his crown being filled with berries and leaves.

"Well his majesty is well dressed like Elrond was I shall say that much about him" Jarvis said trying to lighten the mood as he noticed the Dwarves being carried away much to their defiance.

The dwarves were then led down to the dungeon being pushed, into several cells protesting all the way.

"This is not the end of it! You hear me?" Dwalin yelled out in defiance at his captors.

"Let us out of here!" Gloin yelled out.

"Get off me!" Dori called out in frustration and pain.

The elf in charge of Fili finds another large dagger hidden in his coat, as Fili sighed in frustration. Kili addresses Tauriel as she began locking him in his cell.

"Aren't you going to search me? I could have anything down my trousers." Kili asked as somewhat perverted thoughts crept into his mind regarding the She-Elf which in some respects went against his chivalry despite being a rogue amongst his kin and quite the lady's man. He didn't try this on Peggy though because something about her made him quickly realise she commanded respect and authority and if he said anything that annoyed her she'd probably beat him down with that fighting style of hers he still wanted to know more about.

Tauriel however seemed to respond in kind the way Peggy would have had he something like this to her when they first met "Or nothing." she coldly replied

As Tauriel haughtily slams the cell door shut and walks away, Kili looks after her and smiles a little now gaining his sense of rogue satisfaction and charm back. Legolas noticing this stops Tauriel on her way out of the prison corridor again communicating in their native tongue.

"I Nogoth amman e tîr gin? Tauriel?" ("Why does the Dwarf stare at you, Tauriel?") Legolas asks her with some concern

"Ú-dangada?" ("Who can say?)" Tauriel replied

Tauriel then looks away from Legolas smiling a little and looking dreamy her tone suddenly having changed towards Kili.

"E orchal be Nogoth." ("He's quite tall for a Dwarf.") Tauriel said with a hint of surprise.

Suddenly realising what she's doing she quickly looks at Legolas.

"Pedithig?" ("Do you not think?") Tauriel asked regaining her composure hoping he hadn't noticed her change in attitude.

As Tauriel walks away, Legolas then addresses her.

"Orchal eb vui, mal uvanui en." ("Taller than some, but no less ugly.") Legolas replied

Legolas then gave Kili a glare which he responded in kind.

Dwalin and several other dwarves meanwhile began throwing themselves against their cell doors, grunting in their effort as Balin finally yells at them to stop.

"Leave it! There's no way out. This is no Orc dungeon; these are the halls of the Woodland Realm. No one leaves here but by the king's consent." Balin yelled out to his kin.

The dwarves then grumbled at their plight. The only hope they have now would be if either Peggy and her friends came to their rescue, Bilbo came to their rescue or possibly Gandalf or all of them uniting to take down these Elves that had wounded their pride on top of the physical wounds they had from the battle.

* * *

Author's Note: So yeah that's that chapter done. Admittedly I didn't know whether or not the battle with the Spiders of Mirkwood would take up so much of a chapter again but it seemed to do so. Again I'm reformatting a transcript while adding original new dialogue to regard the presence of Peggy and her friends so if there are any mistakes then I apologise be it how words are formatted and also stuff that the transcript says that may be more clear in the film like when a Dwarf talks but it doesn't say who. I haven't seen the film itself in awhile so I don't remember who was talking in those certain scenes I'm only following the transcript which doesn't say the name so that's what I'm following. Also yeah Legolas did make a Two Towers reference. I felt it was an appropriate way for him to address the trio as being a part of the Company. Anyway I hope you enjoyed and again look forward to more and like I said check out Dr. Manhatten's Avengers/Hobbit crossover. It looks to be an engaging read. This is your friend Steve993 and I'll see you with the next chapter


	11. Barrels Out Of Bond

**Author's Note: Here's the next chapter. Took a little break (again I know sorry about that) but now back to it. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or reading for the first time then I hope you enjoy. And yeah I'm writing these in bold now to distinguish them from the text as I've seen others do so I decided it was best I do the same.**

* * *

While their other friends were locked in the dungeon Thorin, Peggy, Sousa and Jarvis have been brought before King Thranduil who was addressing Thorin

"Some may imagine that a noble quest is at hand. A quest to reclaim a homeland and slay a dragon. I myself suspect a more prosaic motive: attempted burglary, or something of that ilk." Thranduil said with a booming tone that showed he commanded a lot of presence and authority.

Thranduil looked closely at Thorin who said nothing as the trio looked at each other realizing the King must have a keen sense of reading people.

"You have found a way in. You seek that which would bestow upon you the right to rule: the King's Jewel, the Arkenstone. It is precious to you beyond measure. I understand that. There are gems in the mountain that I too desire. White gems of pure starlight. I offer you my help." Thranduil said proposing an idea to Thorin.

"Looks like they have more in common then they thought" Sousa whispered to Peggy.

"He probably has tons of treasures and yet it's still not enough for him." Peggy said with annoyance but continued to listen feeling that there was more to this proposal.

"I am listening." Thorin said with curiosity but with some uncertainty.

"I will let you go, if you but return what is mine." Thranduil said again his voice booming throughout the room.

With this Thorin began to turn and slowly started walking away while the trio didn't do anything. Peggy was beginning to see a sense of doubt in Thorin in regards to Thranduil. Something wasn't right here.

"A favor for a favor." Thorin said still unsure.

"You have my word. One king to another." Thranduil said calmly though the way he said it made it seem like he was lying.

If a pin was a room then this would have been the point it would have been dropped as Thorin suddenly stopped walking. Still facing away from Thranduil, he began to speak,his voice getting louder and louder as he spoke which made Jarvis a little nervous.

"I would not trust Thranduil, the great king, to honor his word should the end of all days be upon us!" Thorin yelled with all his rage

Thorin spun around now facing and pointing at Thranduil while shouting at him.

"You lack all honor! I've seen how you treat your friends. We came to you once, starving, homeless, seeking your help, but you turned your back. You turned away from the suffering of my people and the inferno that destroyed us!" Thorin yelled with all the anger he could muster but also some sincerity.

"Imrid amrad ursul!" ("Die a death of flames!)" Thorin yelled switching to his native tongue.

The trio stood dumbfounded at what had just been revealed to them. Throughout this journey since she met him Peggy had been asking Thorin why he had so much hatred for the Elves and now she understood. It was a classic case of betrayal. In some respects she now fully understood his attitude. Conflict and war as well as betrayal had worn him down to the point he couldn't trust anyone anymore and the loss of his homeland was no doubt the nail in the coffin that pushed him over the edge. All this of course wasn't new to her this happened with America during the War as well and has happened throughout history but now it did give some context to this relationship and showed that not all Elves were like Elrond in how they treat their guests.

Thranduil suddenly leapt down from his throne and put his face right in front of Thorin's as he began to get angry with him.

"Do not talk to me of dragon fire. I know its wrath and ruin. I have faced the great serpents of the north." Thranduil said with anger towards the Dwarf king.

With this Thranduil's face suddenly began to contort, his face being revealed to be covered with what appears to be burns and scars from his past encounters with dragons with his left eye being milky and unseeing. He then drew away, his face returning to normal.

"I warned your grandfather of what his greed would summon, but he would not listen." Thranduil said revealing his side of the story but somehow the trio were still unsure how to feel about all this.

Thranduil then turned and walked up the steps to his throne.

"You are just like him." Thranduil said bluntly.

Thranduil then motioned his guards to grab Thorin and haul him toward the dungeons.

"Stay here if you will, and rot. A hundred years is a mere blink in the life of an elf. I am patient. I can wait." Thranduil said with no concern for Thorin's well being.

With that the trio were now left alone with the Elven king. All three had mixed reactions to what had just transpired. Jarvis was a little intimidated to say anything in case Thranduil locked them away as well but knew that the King was somewhat in the wrong. Sousa had both a mix of contempt for the King but also understanding reluctantly so. Obviously he had conflict with Thorin's grandfather and such an experience combined with the dragon's wrath would hurt someone but to dismiss Thorin as greedy even after he himself wanted gems in return for someone's freedom was a bit hypocritical regardless if these gems did belong to him as he claimed they did. Both of them were greedy to extent but both of their kingdoms were ravaged by the dragon's wrath. Rather then dwell on past conflicts the two should try and find a common ground again something Peggy agreed with as it was pretty much going to be her argument she was about to throw on him.

"You know you call him greedy. You're the one who wanted to exchange someone's freedom for jewels." Peggy said annoyed at the King.

Thranduil turned to the trio now addressing them for the first time since they entered his throne room bar when they introduced themselves. He was initially curious as to why two men and a woman were travelling with Dwarves. He was taken aback but also skeptical about their claim that they were from another world but didn't hold any will towards them unless they crossed him. Needless to say he was annoyed now at how the one who addressed herself as Peggy Carter was now addressing him.

"I have spared you and your friends time in the dungeons Lady Carter as I have no quarrel with you. I would strongly advise you to lower your tone if you wish to avoid such a fate" Thranduil said keeping a calm but still keeping his sense of authority.

"I've seen this before you know and it doesn't end well for anyone. I don't know much about Smaug and how much damage he has caused in the past but from what I do know the wrath of a dragon is obviously something that has affected both of your kingdoms. Instead of fighting with one another you should be trying to ally against the bigger threat here. Sometimes we must ally with our enemies in order to defeat the larger threat to the world. In a war we came from we had to do so with one of our enemies to fight a bigger enemy and while there was aftermath we now have to deal with the deal helped cease that conflict which ravaged many nations. The enemy of my enemy is my friend is a saying we have that maybe you should adopt." Peggy said trying to appeal to Thranduil giving the example of how though Russia and Communism was an enemy during the war and now they are dealing with any threats from them such as Leviathan they did help stop Hitler and his forces and while obviously the Dwarves weren't the same as Communists and vice versa it's the same idea of allying with an enemy that one day you can hope to cease conflict with.

"Thorin and Dwarves are stubborn no doubt about that. But if you just gave him his freedom and keep your word that you will help he would be a great asset to you if Smaug ever comes back." Sousa said agreeing with Peggy as she earned a smile from him.

"Your majesty I have seen the stubbornness of Dwarves firsthand and yes they can be a pain. But they are also loyal and are fighters till the end. They want to protect their home and gain back a sense of worth and honor to their people. If you were in their situation and had lost your homeland and you were forced to reclaim it what would you do?" Jarvis asked hoping he could get the King to understand without offending him.

Thranduil sat and thought for a moment but then frowned as he then started to address the trio with annoyance and anger do to their outspoken nature.

"Your attempts to defend the Dwarves are surprisingly noble. However your pity is a lost effort. The Dwarves cannot be reasoned with. Thorin Oakenshield has the same hold over him that I saw with Thror. Greed and arrogance that ultimately proved to be his own undoing which I tried to warn him of but as I said he did not listen. The Dwarves care for nobody but themselves. They will not help you reach your homeland for all they wish is to get back to their own and their own alone. It is best if you still wish to return to this America of yours that you find another way as their way will not do you any good" Thranduil said with no care as to what he said.

"And what about you? What are you prepared to do for your people? Will you stand and fight and help the other nations who aren't Dwarves? What will happen to them when they come under Dragon fire like your nation did? Are you just going to sit on your tod as hundreds could die in the future?" Peggy asked feeling her anger rise.

Not even pausing to consider Peggy's odd final phrasing Thranduil replied with a blunt "Yes. I care not for the nations of Men and other nations. If they are to be attacked that is no concern of mine. The only thing I wish is for the safety of my own people and the return of what is rightfully mine."

"Smaug if he gets out will probably destroy all the lands in no time. There will be nothing left in this realm. I know you want to protect your people but isn't it your duty as a leader to help protect all nations? If the other realms fall to Smaug or the Orcs we've ran into then this city will be next. You need to answer the call to arms. Do you have enough men to fight this threat?" Sousa asked trying to make the King see reason.

"My people are prepared to face any threat that comes to our doorstep. But I do not see that happening for now. I gave the Dwarf an offer and like a fool he refused. If he brings me those gems then he can count on my help. But if he does not. He will remain here where he belongs in a dungeon fit for someone not worthy to be King." Thranduil said with a sense of finality hoping he had made his case clear.

Peggy was beginning to regret how she felt towards Thorin earlier and feeling like he was the most arrogant person she met. He was stubborn yes and he still somewhat is but now she was beginning to somewhat sympathise with his plight. No this guy was the most arrogant person she has met. Even Howard had a sense of conscience and knew when to do the right thing. This King would sacrifice other people's nations just so he could get some gems from the kingdom? Though she knew he wanted to protect his people he had warriors that could fight she had seen them firsthand as they brought them here. They would be a great asset to help a potential battle and yet he chooses to remain here.

"We have seen your warriors fight. Shouldn't they be consoled on this? They should be allowed to decide whether or not they want fight" Peggy asked trying to appeal to him in anyway though she her attempts were probably in vain. For a guy who called Dwarves stubborn and the fact they can't be reasoned with he was no better.

"My son, Tauriel and the rest of our warriors follow my will and my will alone and my will is that they shall protect the Woodland Realm at all costs. Anyone who decides to leave and disobey my order will not be allowed to return." Thranduil replied.

"All this for some gems? You really want to sacrifice other people's lives for this? Tell me how much are they worth to you? What's more important gems or the love for those around you? I don't know who married you and where she is but I pity her that she married someone as heartless as you." Peggy said as she looked around noticing no other royalty was here with Thranduil in the room.

That had done it for Thranduil. He had been annoyed by Peggy's comments and how she painted him as the villain despite he was trying to do what he thought was best for his people but now he was fuming but still trying to keep his composure not being one for violent outbursts.

"I should be sending you to the Dungeons for addressing me in such a tone in my own throne room. But instead I shall let you go with the only consent being you never show your faces around these woods again, should you find yourselves being locked in there with the rest of them otherwise." Thranduil replied coldly.

"So much for the benevolence of someone who is Lord of the Elves. Is this how you treat all travelers to your lands?" Jarvis asked saddened at how badly the King had treated them.

"Only the ones who annoy me." Thranduil replied almost as if he was making a joke but he probably meant it as he then addressed his guards. "Guards show them the door."

"We'll find it ourselves you arrogant plonker and don't worry we won't let it hit us on the way out." Peggy replied with sarcasm as she, Jarvis and Sousa left the room shutting the doors behind them leaving Thranduil alone to contemplate what had just happened.

* * *

Meanwhile down in the dungeons Thorin has now been thrown into a cell beside the other dwarves, his jailer walking away with a ring of jangling keys.

"Did he offer you a deal?" Balin asked hoping they could still get out of this.

"He did. I told him he could go 'Ish kakhfê ai'd dur rugnu!' ("I spit upon your grave! - him and all his kin!") Thorin replied before switching to his native tongue.

Hearing this, Balin could only close his eyes, sighing wearily in frustration.

"Well...that's it, then. A deal was our only hope." Balin said with a sense of defeat

"Not our only hope." Thorin replied realizing that Bilbo, Peggy, Sousa and Jarvis could still help them. His trust in them had no certainly grown even if he chose not to admit it.

* * *

During all of this Bilbo, invisible, was now sneaking through the Woodland Realm. Suddenly, Thranduil stepping out from behind a corner seemingly addressing him. Bilbo could only give a little start, thinking that his invisibility wasn't working.

"I know you're there. Why do you linger in the shadows?" Thranduil asked seemingly to Bilbo

Bilbo could only feel petrified, thinking he has been found out, when suddenly Tauriel stepped out of the shadows behind him. Realizing that the king was talking to her, Bilbo sighed in relief that he was safe for now.

"I was coming to report to you." Tauriel said addressing the King.

"I thought I ordered that nest to be destroyed not two moons past." Thranduil said a little disappointed in her for having not fulfilled her task.

"We cleared the forest as ordered, my lord, but more spiders keep coming up from the south. They are spawning in the ruins of Dol Guldur; if we could kill them at their source-" Tauriel began explaining before Thranduil interrupted her.

"That fortress lies beyond our borders. Keep our lands clear of those foul creatures, that is your task." Thranduil ordered hoping he had gotten through to her.

"And when we drive them off, what then? Will they not spread to other lands?" Tauriel asked in disbelief at how little care he was showing.

"As I told Lady Carter and her friends. Other lands are not my concern. The fortunes of the world will rise and fall, but here in this kingdom, we will endure." Thranduil said with a sense of finality.

During this Bilbo manages to sneak away as Thranduil, hearing a noise caused by Bilbo, briefly looked over his way. Not seeing anything however, he looks back at Tauriel as she bowed at him and began to walk away.

"Legolas said you fought well today." Thranduil said with some sense of pride.

Tauriel smiled at this thankful that her friend was looking out for. However she wasn't prepared for what the King said next.

"He has grown very fond of you." Thranduil said now feeling some regret.

Tauriel could only look away, shocked and embarrassed at what she heard.

"I assure you, my lord, Legolas thinks of me as no more than a captain of the guard." Tauriel said trying to deny what she heard.

"Perhaps he did once. Now, I'm not so sure." Thranduil said with uncertainty.

Thranduil walking past Tauriel, pours himself a cup of drink with Tauriel staying rooted in her spot, looking worried.

"I do not think you would allow your son to pledge himself to a lowly Silvan elf." Tauriel said knowing full of her place in society and it's norms.

"No, you are right. I would not. Still, he cares about you. Do not give him hope where there is none." Thranduil said with some sense of regret at what his son was feeling.

Behind Thranduil's back, Tauriel looked worried and anguished. What would she tell her friend? She didn't want to compromise their companionship but now her feelings and heart were telling her many things. She would need time with this.

* * *

Meanwhile Bolg and his orcs were spying on the gate to the Woodland Realm.

"_ _ _" ("The gates are guarded.") An Orc spoke

"Shugi golgai. Tud-dad nu!" ("Not all of them. Follow me!)" Bolg ordered

Bolg and his orcs then began to stride away down the river.

* * *

In his cell, Kili was inspecting a shiny black stone with an engraving in his hand. He flipped it in the air and caught it on the back of his hand. Tauriel checking on all the prisoners; paused as she arrived at Kili's cell.

"The stone in your hand, what is it?" Tauriel asked with curiosity

"It is a talisman. A powerful spell lies upon it. If any but a dwarf reads the runes on this stone, they will be forever cursed." Kili answered

Kili quickly held up the stone toward Tauriel, as she stepped back slightly. She then began to walk away, but stopped when Kili spoke again, in a laughing manner.

"Or not, depending on whether you believe that kind of thing. It's just a token." Kili continued while feeling some sense of accomplishment that he fooled an Elf.

Kili smilesd as Tauriel smiled as well not feeling offended by his lie if anything she found his mischief endearing to a degree.

"A runestone. My mother gave it to me so I'd remember my promise." Kili said giving the real answer now

"What promise?" Tauriel asked again.

"That I will come back to her." Kili said with hopefulness.

Tauriel looked down upon hearing this.

"She worries. She thinks I'm reckless." Kili explained

"Are you?" Tauriel asked with a hint of worry

"Nah." Kili answered

He smiled tossing up his stone, missing when he tries to catch it, as it rolled out of his cell, but Tauriel stopped it with her foot before it can roll into the deep pit outside the cells as she picked it up and inspected it. Kil going up to the bars of his cell, then begins to hear elves laughing in the distance.

"Sounds like quite a party you're having up there." Kili said with some sense of happiness that though he wouldn't be able to take part at least she would.

"It is Mereth-en-Gilith, the Feast of Starlight." Tauriel explained

She then stepped slightly away as she explained further.

"All light is sacred to the Eldar, but Wood Elves love best the light of the stars." Tauriel explained further.

"I always thought it is a cold light, remote and far away." Kili said with confusion.

Tauriel, who had walked a few steps away while speaking, approached Kili again speaking earnestly.

"It is memory, precious and pure. Like your promise." Tauriel said as she smiled, handing Kili back his stone.

"I have walked there sometimes, beyond the forest and up into the night. I have seen the world fall away and the white light forever fill the air." Tauriel said with some sense of happiness at the memory.

"I saw a fire moon once. It rose over the pass near Dunland, huge; red and gold it was, filled the sky. We were an escort for some merchants from Ered Luin, they were trading in Silverbuck for furs. We took the Greenway south, keeping the mountain to our left, and then, this huge fire moon, right in our path. I wish I could show you..." Kili began explaining his own happy memory.

As they continued talking; Tauriel decided to sit down on the stairs by Kili's cell to listen. Unseen by them, Legolas was watching from the distance, his face a blank mask.

* * *

Bilbo invisibly walked through the wine cellar. He then saw elves moving around wine barrels and speaking. One was drinking from a large flagon as Bilbo saw the ring of dungeon keys in his hand.

"...we're running out of drink." An Elf said

"These empty barrels should have been sent back to Esgarrouth hours ago. The bargeman will be waiting for them." Another Elf said

"Say what you like about our ill-tempered king, but he has excellent taste in wine. Come, Elros, try it." An Elf said speaking to an elf with a bunch of keys.

"I have the dwarves in my charge." Elros said holding up his hand, declining the offer.

The other elf then took the keys and hung them on a hook in the wall.

"They're locked up; where can they go?" One Elf asked

"Come let us find that lovely Elf maid to see if she has found more wine" Another Elf proposed

The elves laughed as they began to walk away; Bilbo taking note of the hanging keys was about to grab them but then suddenly hid as he noticed more people approaching. He was then relieved when he saw that it was Sousa and Jarvis though strangely Peggy wasn't with them.

"And here I thought Elves would be able to hold their liquor more." Jarvis said surprised at the Elves behavior.

"Come on let's go find the Dwarves." Sousa said grabbing the keys.

"What about Master Bilbo? Shouldn't we be looking for him?" Jarvis asked wondering if the Hobbit had made it into the city.

"Knowing he Bilbo he's probably around here somewhere and will catch up." Sousa said as they began to walk away but then were surprised as they suddenly ran into Bilbo.

"Actually I'm right here." Bilbo said suddenly not invisible anymore.

"Well we're glad to hear you're alright. Peggy will catch up if you're wondering where she is." Sousa said relieved that he was okay while addressing his question before he could ask it.

"Right then we best get moving to save those Dwarves." Bilbo said as they headed off to the dungeons.

* * *

"I'll wager the sun's on the rise. It must be nearly dawn." Bofur said with a sense of annoyance

"We're never going to reach the mountain, are we?" Ori asked feeling disappointed.

Suddenly Bilbo, Sousa and Jarvis appeared, as Bilbo held up the ring of keys which Sousa gave to him.

"Not stuck in here, you're not!" Biblo said with a sense of accomplishment.

Thorin and the other dwarves jumped up in surprise as Bilbo made sure his Ring was in his pocket.

"Bilbo! Agent Sousa! Mr. Jarvis!" Balin exclaimed

As the dwarves exclaimed in surprise, Bilbo began to shush them as Jarvis did the same while Sousa kept an eye out for the guards.

"Shhh! There are guards nearby!" Bilbo whispered

"So let us refrain from talking should we best avoid our heads getting chopped off" Jarvis added.

Bilbo unlocking Thorin's cell lets him out as he then proceeded to let all the dwarves out of their various cells, as they chuckled gleefully at their good fortune. Some of the dwarves then started walking in a certain direction.

"The stairs. You first. Ori!" One of the Dwarfs said

"Not that way, down here. Follow me." Bilbo said as everyone except Sousa and Jarvis were confused knowing of Bilbo's risqué plan that he formulated before they came here.

Bilbo then proceeded to lead the dwarves through the Woodland Realm, as began they whisper indistinctly. They then began to sneak through the halls of the Woodland Realm, eventually finding themselves in the wine cellar from before. The elves there were now sound asleep around a table, with several empty bottles of wine in front of them as Bilbo led the dwarves and two of the trio further in.

"This way." Bilbo said ordering them to following

"I don't believe it; we're in the cellars!" Kili exclaimed

The dwarves suddenly began to get mad at Bilbo.

"You were supposed to be leading us out, not further in!" Bofur yelled

"I know what I'm doing!" Bilbo replied a little too loud

"Shhh!" Bofur reprimanded almost forgetting he caused Bilbo to speak louder.

"This way." Bilbo ordered again hoping this time they would listen.

They then snuck into a large room in which several barrels were stacked sideways down the middle of the room as all the barrels have one end open. They then noticed Peggy was there in what looked to be an Elven maid outfit as she held up one of the empty bottles of wine.

"Well I guess these Elves don't rival everything that the super soldier serum has to offer." Peggy said looking at it and remembering what Steve told her about how he couldn't get drunk do to the serum's effect on him.

The Dwarves were all relieved to see Peggy but confused by her attire.

"Why are you dressed like that Miss Carter?" Ori asked in confusion.

"I'm Solas, Lady Elf and keeper of the wine." Peggy said with a hint of playfulness in her voice while putting on her best Elven tone of voice.

The Dwarves said nothing as she then explained further slightly annoyed they didn't get that she was acting.

"I distracted these pointy ear sods while Mr. Jarvis and Chief Sousa got the keys." Peggy explained to the still confused Dwarves

They then all exclaimed "Oh" as Peggy then began to take parts of the outfit off that she didn't need.

* * *

Meanwhile the Elven guards then arrived at the Cells noticing them empty.

"They're gone" One Elf exclaimed

* * *

"Everyone, climb into the barrels, quickly!" Bilbo ordered frantically.

"Are you mad?! They'll find us!" Dwalin exclaimed in disbelief

"No, no, they won't, I promise you. Please, please, you MUST trust me!" Bilbo ordered

The dwarves mill around, as they tried to decide. They began hear a commotion in the distance.

"Do as he says!" Thorin ordered as they all quickly got into position.

Each of the dwarves then climbed into a barrel as Bilbo walked along with Peggy and Jarvis, counting to make sure all the dwarves have been accounted for with Sousa watching to make sure nobody was coming as he then joined them.

"What do we do now?" Bofur asked

All the dwarves then stick their heads out of their barrels and watch Bilbo walking toward a lever in the ground.

"Hold your breath." Bilbo said plainly

"Hold my breath? What do you mean?" Bofur asked confused but couldn't find time to ponder it at what happened next.

"Wait there aren't any barrels left how are we supposed to get..." Jarvis was about to ask but he couldn't finish.

Bilbo then pulled the lever, as the part of the floor that the barrels were on began tilting downward into an opening as the barrels rolled out the opening and fall several feet into a river that runs beneath the Woodland Realm with trio falling as well as they began swimming careful not to be hit by the falling barrels. The dwarves begin to yell as they fall, as the barrels make loud thumping noises. The elves sleeping around the table stir and begin to wake up while Bilbo triumphantly looks around, then realising that he forgot to get out himself, and that the trap door has now closed.

* * *

Tauriel strides up to the empty cells and address the other elven guards.

"Where is the keeper of the keys?" Tauriel asked with no hesitation.

In the cellar, Bilbo was frantically running back and forth and stomping on the ground, trying to make the floor tip again. Tauriel and her elves were now running toward the cellar.

"Tolo hi!" ("Come now!)" Tauriel ordered as they followed her.

Just as Tauriel and the guards managed to get to the cellar, the floor tipped as Bilbo falling into the river and yelling manages to surfaces and grab onto Nori's barrel. Thorin and the company, still in their barrels, have been waiting for him as have Peggy, Jarvis and Sousa who were now floating in the water.

"Well done, Master Baggins." Thorin complimented

"You're quick thinking has saved us again." Jarvis added

Bilbo, half drowned, waved his hand in thanks while managing to splutter out a word.

"Go." Bilbo said almost out of breath.

"Come on, let's go." Thorin ordered

The dwarves begin to paddle with their hands as the river pulls their barrels along while Peggy, Sousa and Jarvis follow, Sousa deciding to follow Bilbo's lead decided to hang onto a barrel in case his leg slows him down while the elves were rushing along passages in the Woodland Realm to try and stop them. The dwarves and trio eventually emerged into the sunlight, as Thorin noticed a waterfall right in front of them.

"Hold on!" Thorin yelled

"Never in my life have I wanted to follow an order so quickly sir!" Jarvis said as he and Peggy also hung onto a barrel belong to the Dwarves each so that they would survive.

The dwarves, Peggy, Sousa, Jarvis, Bilbo, and the barrels plunge through the rapids, then floating swiftly down the raging river. Legolas, followed by other elves, emerges and sees them them floating away as he called out an order in the Elven language.

"Holo in-annon!" ("Shut the gate!)" Legolas ordered

An elf with him blows on a horn; as the dwarves and trio round a corner in the river, as they see a guardpost built above the river. The heavily armored elves standing guard there hear the horn and come to attention; one of them pulling a lever, which causes a heavy metal sluice gate to block the river. The dwarves in their barrels come to a stop at the gate, unable to float further as the trio and Bilbo still hang on.

"No!" Thorin shouted.

The barrels piled into each other as the elven guards draw their swords, but one is suddenly shot in the back with a black arrow. Several growling orcs were suddenly swarming over the guardpost, killing the elves. Multitudes of orcs run in from the bushes, with Bolg.

"Watch out! Those are orcs!" Bofur yelled out

"Gorid! Zib! Goridug!" ("Slay them all!") Bolg ordered his troops

With that order the orcs began throwing themselves at the dwarves in their barrels; Bilbo managing to kill one with Sting, and Dwalin elbowing another in the face while Peggy grabs one and snaps its neck and throws it into the water drowning it. Kili looking up sees the lever the elven guard had pulled earlier. He manages to get out of his barrel, running up the stairs towards the lever. Unarmed, he ducked as an Orc swung at him.

"Kili!" Dwalin called for him

Dwalin, who had managed to grab a sword from one of the elves or orcs, throws it to Kili, who then fights his way to the top of the stairs. As Kili fights an orc, another one leaps up from behind him, raising its spear to stab him. Fili throwing a short sword or dagger manages to kill the orc, allowing Kili to fight his own opponent and kill it. Bolg, noticing Kili, pulls his bow and arrows from his back. As Kili reaches for the lever, Bolg fires an arrow, which hits Kili in the calf. Kili stops short, panting.

"Kili!" Fili cried in alarm.

Kili groaning in pain strains to pull the lever, but falls over onto his back. Bolg strings another arrow. Thorin looks shocked as do the trio, Peggy wanting to get out and help.

"Kili." Thorin said shocked and alarmed.

With his prey down and nobody to stop him an orc leapt over to kill Kili, but an arrow suddenly flew into its head. Kili looked over and saw Tauriel running through the bushes as she shot another orc, then killing others with her knife.

"Gor'-ash! Gor golginul! " ("Kill her! Kill the She-Elf!)" Bolg ordered angered that his men were being killed.

Several orcs rush at Tauriel as Legolas and other elves appear from the bushes and shoot them down. As Tauriel, Legolas, and the other elves fight the orcs, Kili manages to grab the lever and pull it, opening the sluice get and letting the dwarves in their barrels through as the trio and Bilbo continue to hang on. He then falls on his back again in pain. The dwarves in barrels fall down another waterfall and float down the river as Bolg sees them.

"Khozdayin obguryash! Abgurid!" ("After them!") Bolg ordered not wanting to let their primary target to get away.

"Kili!" Fili cried out hoping his brother could get out in time.

Kili however manages to slide himself off the ledge and into his empty barrel below in the nick of the time, and as he lands in it, the shaft of the arrow in his leg breaks off on the edge of the barrel. Tauriel distractedly looked over at him before being attacked by an orc, but managed to kill the orc. The remaining dwarves, trio and Bilbo plunged over the waterfall and continue floating down the rushing river, as Bolg and his orcs follow the river on land.

The dwarves try to paddle and steer with their hands, but to no avail; the river is running too wild. As they come to a narrow part of the river, orcs on either side begin shooting arrows at them. Meanwhile, back at the guardpost, Tauriel continues fighting orcs, Legolas leaping to the top of the guardpost as well.

In the river, an orc leapt at Thorin in his barrel, but he managed to kill it with a sword he grabbed earlier. Another tried to attack Peggy but she punched it as it is fell near Sousa who then wacked it with his crutch into the river, drowning it. Tauriel, Legolas, and the other elves ran after the orcs chasing the dwarves, shooting them. An orc jumped from an overhanging tree branch toward Balin, but Thorin throwing his sword pinned the orc to the tree; as the orc dropped its weapon, Thorin manages to catch it while floating beneath him, and he throws back to Bombur, who throws it to Nori, who throws it to Fili, who eventually kills an orc with it. An orc leaps onto Dwalin barrel, only for Dwalin to headbutt it off and steal its axe. The dwarves see a low-hanging tree branch stretched across the river in front of them, with several orcs on it.

"Cut the log!" Thorin yelled

As he floats under it, Thorin hits it with his sword, then Bofur hits it with his weapon, and Dwalin, right behind him, hits the branch with his axe, breaking it and causing the orcs on it to fall into the river. Bilbo manages to climb atop a floating barrel as Peggy, Sousa and Jarvis follow him in doing the same.

"Bombur!" Dwalin called out

Dwalin throws his axe to Bombur, who kills an orc that had just jumped onto his barrel. The Orc's spear ends up pinning it to an overhanging tree branch; the other end of the spear catches onto Bombur's barrel and catapults it through the air and onto the riverbank, where the barrel rolls and tramples multitudes of orcs. The barrel flips through the air to the other side of the river, where it tramples more orcs. Eventually, the barrel comes to a stop, and orcs surround it; however, Bombur kicks out the bottom, then sticks his arms holding axes through the sides. He then starts spinning rapidly with the axes extended, mowing down all the orcs around him. He then runs toward the river, tosses his axe to one of the floating dwarves, then gracefully jumps into an empty barrel.

"Good show Mr. Bombur" Jarvis called out.

"We can save complimenting the impressive death defying stunts later Mr. Jarvis." Peggy said reminding him of the situation they were in.

Meanwhile, Legolas, Tauriel, and the other elves have caught up to the dwarves and orcs, and they fight the orcs. At one point, Legolas leaps over the river and lands with a foot on the heads of two dwarves, from this vantage point, he shoots orcs on either riverbank. He aims carefully, and manages to skewer two orcs through the head with one arrow. Legolas continues fighting orcs, using the heads of floating dwarves as stepping stones to get across the river. While he is preoccupied fighting an orc, another orc runs up behind him and raises its sword to kill him;

"Well now that's impressive" Jarvis said witnessing this display.

"Feels more like show boating" Sousa added not impressed at the Elf who looked like he was showing off.

Thorin, from his barrel in the river, throws his sword and manages to kill the orc behind Legolas. Legolas and Thorin look at each other with some sort of understanding; Legolas stops pursuing them as the dwarves continue floating down the river. It seems like all the orcs are dead. However, as Legolas watches the dwarves float away, an orc draws its bow and aims at him; it shoots, but its arrow is suddenly deflected in the air by Tauriel's own arrow. As Legolas spins around in surprise, Tauriel attacks the orc and forces it to its knees. Just before she can decapitate it with her knife, Legolas stops her.

"Tauriel! Dartho! Ú-no hono. Ho hebo cuin." ("Tauriel! Wait! This one we keep alive.") Legolas ordered realising they needed answers for this attack.

Bolg and his remaining orcs not feeling concerned continue chasing the dwarves.

"Ban khozdai-go! Sha-mogi obguryash!" ("After them! Cut them off!") Bolg ordered his troops.

Legolas stares after the dwarves and trio for a second, then turns and heads back toward the Woodland Realm. Tauriel watches the dwarves and trio floating away, being chased by orcs catching a glimpse of the soaked but still determined to fight if she needs too Peggy, and looks conflicted as to whether or not she should follow them or Legolas.

* * *

 **Author's Note: So yeah that ended up being longer then I thought but I think it was a fun chapter to write. I couldn't really find a good place to stop as to how to divide the time in the Woodland realm into two chapters at the least so I had it be the one chapter with the chase and escape making an exciting end and good cliffhanger. Admittedly the barrel chase was hard to write in regards to getting Peggy and her friends involved but hopefully I think I did it well. I actually re-watched the scene again on YouTube just so I can make sure my visual reference from the script I'm following lined up. The scene was fun and while it is in the book because of how it's extended with the battle it is basically an excuse to go crazy with the CGI and do stunts that would defy the laws of physics and feels like a commercial for a theme park ride I'm still waiting for but I enjoy it anyway.**

 **However I couldn't resist a jab at Legolas's defying the laws of physics stunts because even people who like the movies (my opinion is that they are entertaining while I was glad to see them made I don't think they will match the Lord Of The Ring's legacy but then again that is hard to top) will tell you that those stunts just became really silly by this point and it probably won't be the last time I'll do so. Also I hope the conversation with Thranduil was satisfying and didn't feel too out of character for everyone involved. And I couldn't also resist using another British insult from Peggy and I decided to use the one from Season 2 that she used on Hugh Jones (Ray Wise) because I thought it fit the best in describing Thranduil. Some people have asked me whether I would add extended edition scenes to this story and because I'm following a script reference that doesn't have them I probably will only use them if I can find a way to do so or if I feel they were necessary to the story and felt they shouldn't have been cut and so I'll reinstate them if I can (there's a particular scene with Thranduil I found on YouTube as well that wasn't even in the Extended Edition that'll be one of those which I hinted at here but I won't say in case you haven't seen it).**

 **Also I know some people were probably expecting Peggy and Tauriel to have more of a conversation and I wanted it to happen here but I couldn't find a place to put it that it would work right now and even then as I thought about it more it felt too early to do so as she is only just going through her phase of being conflicted with two people she cares about (something Peggy is all too familiar with if you've seen Agent Carter Season 2) so I figured it was best wait for that but it will happen so I changed her reason for leaving as that she was using one of her many disguises ploys to distract the Elves while Sousa and Jarvis got the keys. Sorry you didn't get to see that I enjoy Peggy's disguises as much as anyone but I can only do so much. Again if there are any errors I will go back and fix them when I can. Anyway I hope you enjoyed this chapter and if you want me to start addressing your comments in the beginning of these then I'll do so if I can answer it. This is your friend Steve993 and I'll see ya next time.**


	12. Allies and Enemies

**Author's Note: Here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or reading for the first time then I hope you enjoy.**

* * *

Meanwhile, Gandalf was walking up a hill, finding some ruins; he then carefully began climbing a narrow stone ledge built into the side of a tall, bare, mountain. Just as he was able to reach a door in the side of the mountain, the stone ledge he was standing on began to crumble away. As he began to fall, he managed to catch himself then climbing onto the entrance of the doorway. A set of metal interlocking bars that had in the past covered the doorway now sit broken and bent away from the opening. Unbeknownst to him though someone was watching him from the shadows as they continued to follow him. Gandalf stepping through the doorway and into a short tunnel went into the mountain, suddenly being grabbed by some invisible force as he was then pulled swiftly into the mountain. The tunnel end in a vast, cavernous hollow in the mountain, and the ground suddenly falls away into the distance at the end of the tunnel. Gandalf however manages to stop himself from falling into the pit. He then blows the end of his staff making it glow; with this light, he began to examine his surroundings. On the far wall of the cavern, he then noticed a door similar to the one he had just entered; He then went to it by carefully walking on narrow stones set in the sides of the cavern.

This door's metal grate has also been broken and bent away. Gandalf entering the crypt sees a tomb inside. However, the cover of the tomb has been broken. The person who was watching him was about to enter a bird suddenly flew out of the broken tomb at Gandalf as the person quickly hid. Gandalf startled then turned around to find Radagast behind him.

"Oh, it's you!" Gandalf said relieved but slightly annoyed that his friend had startled him.

"Why am I here, Gandalf?" Radagast asked his friend feeling slightly disturbed by the place they were now occupying.

"Trust me, Radagast. I would not have called you here without good reason." Gandalf said reassuring his friend.

Radagast removed his hat, as three birds fly then into the nest on his head. He then replaced his hat.

"This is not a nice place to meet." Radagast lamented

"No, it is not." Gandalf said agreeing with his friend.

They then exited the crypt and began to look around at the cavern.

"Theses are dark spells, Gandalf. Old, and full of hate. Who was buried here?" Radagast asked his friend

"If he had a name, it's long since been lost. He would have been known only as a servant of evil. One of a number. One of nine." Gandalf explained to his friend

Gandalf then illuminated the lower part of the cavern, as eight other crypts like the first came into view, all with their metal bars bent and broken away from the insides of the crypts. The individual continued to observe them.

Gandalf and Radagast then began to leave the mountain.

"Why now, Gandalf? I don't understand." Radagast asked his friend still not understanding what was happening

"The Ringwraiths have been summoned to Dol Guldur." Gandalf said revealing to his friend what he was beginning to discover.

"But it cannot be the Necromancer. A human sorcerer could not summon such evil." Radagast said in disbelief.

"Who said it was human?" Gandalf asked his friend slightly disturbed.

Radagast, who had been walking, then stopped abruptly.

"The Nine only answer to one master. We've been blind, Radagast, and in our blindness, the Enemy has returned." Gandalf said revealing the truth.

Radagast was shocked. It couldn't be. He was gone.

"He is summoning his servants. Azog the Defiler is no ordinary hunter. He is a commander, a commander of legions. The enemy is preparing for war. It will begin in the east. His mind is set upon that mountain." Gandalf said realizing the enemy's plan.

Gandalf then turned and began to walk away as Radagast went after him.

"Where are you going?" Radagast asked his friend.

"To rejoin the others." Gandalf answered realizing he was gone from them too long.

"Gandalf!" Radagast called out to his friend.

"I started this; I cannot forsake them especially not Agent Carter and her friends. They are all in grave danger." Gandalf said ignoring his friend's calls.

The individual continued to watch the two noticeably growling at "Agent Carter"

"If what you say is true, the world is in grave danger. The power in that fortress will only grow stronger." Radagast said trying to keep his friend from going back.

Gandalf then looked away from his friend

"You want me to cast my friends aside?" Gandalf asked his other friend.

* * *

Meanwhile back with the Company, the river has since calmed down, as the dwarves, Bilbo and trio were continuing to paddle along in their barrels with their hands.

"Well that was exhilarating. But I hope to never do that again." Jarvis said about their experience.

"I'm sure we won't. It can't get any crazier then this can it?" Sousa asked his friend.

"I don't think I want to know" Peggy replied

"Anything behind us?" Thorin asked the Company.

"Not that I can see." Balin replied

"We can't see anything either." Sousa also said on behalf of the trio

"I think we've outrun the orcs." Bofur commented feeling relieved

"Not for long; we've lost the current." Thorin said feeling unsure

"Bofur is half drown." Dwalin commented realizing why his kin commented the way he did.

"Make for the shore! Come on, let's go!" Thorin ordered

The dwarves, trio and Bilbo began to paddle to the riverbank; they then climbed out onto a slab of rock jutting out a bit into the river. Peggy went to Sousa to make sure he was okay as did Jarvis for the two of them.

"Are you alright Daniel?" Peggy asking her boyfriend to make sure he his leg hadn't sustained any injury.

"I'm alright. But I'm more worried about Kili" Sousa commented looking at Kili.

"Come on!" Dwalin ordered

While Kili was on the rocks, he then fell to his knees in pain from the arrow wound in his thigh; it has since been bound with cloth, but blood was now seeping through.

"Oh good lord." Jarvis said shocked as he ran to the Dwarf's aid while Bofur also looked at him concernedly.

"I'm fine, it's nothing." Kili said trying to dismiss them.

"Oh no you're not." Jarvis said trying to help.

"On your feet." Thorin ordered dismissing the injury.

"Oh come now Master Dwarf." Jarvis said rolling his eyes at Thorin's behavior.

"He's your nephew. You should be looking out for him." Peggy said reprimanding him. He still had some things to learn it seems.

"Kili's wounded. His leg needs binding." Fili said agreeing with Jarvis and Peggy.

"There's an orc pack on our tail; we keep moving." Thorin said reminding them of the task at hand even though he did silently lament to himself about sacrificing Kili's well being for the sake of the mission.

"To where?" Balin asked his kin.

"To the mountain; we're so close." Bilbo answered as if it was obvious.

"A lake lies between us and that mountain. We have no way to cross it." Balin said reminding the other Dwarves while informing the trio and Bilbo of this new area.

"So then we go around." Bilbo answered still not somewhat understanding this was harder then it seemed.

"The orcs will run us down, as sure as daylight. We have no weapons to defend ourselves." Dwalin reminded the young Hobbit.

"So what do we do?" Sousa asked in relation to their options.

"Well since there's a town nearby I say we make our way there. Maybe they might have more medical supplies for Kili's leg and supplies for us in general." Peggy said trying to assess the situation.

"Bind his leg, quickly. You have two minutes." Thorin told them

Wit this Oin and Jarvis began to bind Kili's leg. As some of the dwarves began to sit down Ori then kneeled by the river to empty his boot of water.

"I must say Mr. Jarvis your skills are a healer are among the best I've seen" Oin said complimenting Jarvis.

"Thank you Oin. Being a skilled physician is just one of my skills I learned even before becoming Mr. Stark's service." Jarvis said as he continued to help him.

Some of the Dwarves were confused by what "Physician" meant as Sousa then looked at them and explained "It's another word for healer from where we're from."

The Dwarves then responded "Ah" as Oin then asked Jarvis another question regarding his healing experience. "So who else have you healed?"

"Oh I've healed Miss Carter on her various escapades from the first day we met as she was attacked in her apartment." Jarvis responded.

The Dwarves then looked at her in surprise as she then smiled at them "Don't worry he went on a nice trip for what he did to Colleen" she lamented sadly for her former roommate who didn't deserve to die the way she did.

"Of course when Miss Carter almost died someone who had a lot more skill then I was needed" Jarvis said remembering Peggy's first battle with Whitney Frost.

The Dwarves were now even more shocked even Bilbo was surprised.

"How did you survive?" Bilbo asked

"With the help of my ex." Sousa began as he then changed his wording "Former lover"

Once again the Dwarves responded "Ah" while Peggy though she and Sousa were happy still felt guilty about hurting his previous relationship before changing her tune to a positive. "I've had worse though. Going to take more than that to keep me down." She said as then began to joke "But considering my thirst for danger no matter what befalls me I'll be lucky if I reach old age. Certainly won't reach 95."

The Dwarves all responded enthusiastically to her courage and laughed at her joke.

"You truly do have the heart and courage of a warrior Miss Carter. As far as we're concerned you and your friends have the heart of Durin's Folk" Balin said complimenting her as she then smiled.

Unbeknownst to them, a man, Bard, was sneaking up over the pile of rocks as he then aimed an arrow at Ori. As the dwarves and trio realized a man was there, they then jumped up, while Dwalin, holding a branch, leapt in front of Ori to protect him. He then raised the branch and began to charge at the man, but the man manages to shoot his arrow as it then stuck itself right in the middle of the branch, between Dwalin's hands. Kili raised a rock to throw, but the man then shot the rock out of his hand too.

"Do it again, and you're dead." Bard said responding to the Dwarf's attacks.

Balin, who was standing near the edge of the group, notices a barge floating in the river behind Bard. He then began to talk to Bard, approaching him slowly with his hands held in the air as Peggy, Jarvis and Sousa joined him hoping they could reason with this man and not cause trouble.

"Excuse me, but, uh, you're from Laketown, if I'm not mistaken? That barge over there, it wouldn't be available for hire, by any chance?" Balin asked Bard.

Bard then lowered his bow looking at the Dwarves and then trio and Bilbo with a questioning look. Bard then climbed aboard his barge as the dwarves approached him.

"What makes you think I will help you?" Bard asked questioning the Dwarves

"Those boots have seen better days." Balin commented.

Bard then began loading the dwarves' empty barrels into his barge.

"As has that coat. No doubt you have some hungry mouths to feed. How many bairns?" Balin continued to question Bard.

"A boy and two girls." Bard answered the Dwarf

"And your wife, I'd imagine she's a beauty." Balin continued somewhat sighing imagining the sight.

"Aye. She was." Bard lamented for his lost wife.

Balin's smile suddenly faded as the trio also became saddened particularly Jarvis. He had lost his opportunity to have children with Ana when he almost lost Ana herself during the final confrontation with Whitney Frost. Though he was somewhat glad to hear this man's children were okay he still felt for the man as he lamented about his wife as he did the same when Ana was injured and if she had died he didn't know what he would have done which made him all the more glad she was still with him.

"I'm sorry, I didn't mean to-" Balin began who was interrupted by Dwalin whispering loudly to Thorin.

"Oh, come on, come on, enough with the niceties." Dwalin groaned annoyed.

Peggy then slapped Dwalin on the back of the head as he groaned.

"Shut up" Peggy said reprimanding him.

"What's your hurry?" Bard asked questioning the Dwarves' true motives.

"What's it to you?" Dwalin responded annoyed.

"I would like to know who you are and what you are doing in these lands." Bard asked the Company

"We are simple merchants from the Blue Mountains journeying to see our kin in the Iron Hills." Balin responded.

"Simple merchants, you say?" Bard asked somewhat skeptical as he then turned to the trio. "And what of yourselves? I don't recognize your faces around Lake Town. Where do you hail from? Gonder? Rohan?"

The trio then looked at each other before Peggy answered "We're with them. We were stationed in America before we got lost"

Bard raised his eyebrow in confusion never hearing of a land called "America" before. "I have not been to those parts I'm sorry to say."

"Yeah well we haven't been here before either so we're even in that regard" Peggy replied

"We'll need food, supplies, weapons. Can you help us?" Thorin asked Bard.

Bard then looked at the barrels, examining the various dents and nicks they received during the fight with the orcs.

"I know where these barrels came from." Bard said suddenly changing his tune.

"What of it?" Thorin asked trying to hide any sense he was hiding something.

"I don't know what business you had with the elves, but I don't think it ended well. No one enters Laketown but by leave of the Master." Bard said not wanting to get involved in their conflict.

"So is this Master the leader of your town?" Sousa asked Bard.

"Maxwell Melchett, the Master of Lake Town as he is more commonly known because it is his title, is the leader of Lake Town yes after the loss of our last king. All his wealth comes from trade with the Woodland Realm. He will see you in irons before risking the wrath of King Thranduil" Bard answered as he then boarded his barge and tossed a rope to Balin. Thorin then mouthed to Balin.

"Offer him more." Thorin whispered

"I'll wager there are ways to enter that town unseen." Balin said trying to persuade him.

"Aye. But for that, you will need a smuggler." Bard responded

"For which we will pay double." Balin answered hoping he had cemented a deal

Bard looked at him suspiciously and then to the trio.

"They'll keep their word sir. We promise you." Jarvis said pleading to him

"And if they don't?" Bard asked them

Peggy then looked at the Dwarves as they all sheepishly looked down as Thorin looked at her.

"Oh I think they will" Peggy said with a wry smile as the Dwarves knowing of her fighting skills didn't want to be on the receiving end of them.

Thorin smiled at this. She certainly knows how to keep people in line.

* * *

Unbeknownst to them, the orcs were running beside the river in pursuit of the dwarves, who the current has carried far ahead of the orcs.

"Sha mogi obguryash!" ("Don't let them go away!") Bolg ordered his troops.

In the woodland realm, Legolas and Tauriel have brought their captured orc to Thranduil's throneroom. As Legolas stood with his knife pressed to the orc's neck, Thranduil was pacing around it.

"Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads, a shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was; so will it always be. In time, all foul things come forth." Thranduil said to the Orc who was unfazed.

"You were tracking a company of thirteen dwarves that had three others, two men and a woman amongst their company. Why?" Legolas asked the Orc

"Not thirteen Dwarves; not any more. The young one, the black-haired archer, we stuck him with a Morgul shaft." The Orc answered with satisfaction, speaking this while facing Tauriel as she then became worried.

"The poison's is in his blood. He'll be choking on it soon." The Orc continued with a cackle of delight.

"Answer the question, filth." Tauriel demanded now becoming angry.

"Sha hakhtiz khunai-go, Golgi!" ("I do not answer to dogs, She-Elf!") The Orc spat in his native tongue.

Legolas then pushed the orc a bit as Tauriel then whipped out her knife.

"I would not antagonize her." Legolas said warning the Orc

"You like killing things, orc? You like death? Then let me give it to you!" Tauriel threatened the Orc ready to kill him.

Tauriel then rushed forward with her knife, but Thranduil suddenly spoke in their native tongue stopping her.

"Farn! Tauriel, ego! Gwao hi." ("Enough! Tauriel, leave! Go now.") Thranduil ordered.

The orc snarled at her, Tauriel managing to regain her composure left a little disappointed at not getting satisfaction.

"I do not care about one dead dwarf. Answer the question. You have nothing to fear. Tell us what you know and I will set you free." Thranduil calmly told the Orc.

"You had orders to kill them - Why? What is Thorin Oakenshield to you?" Legolas asked the Orc.

"The dwarf runt will never be king." The Orc responded with a hint of disgust at Thorin's name.

"King? There is no king under the mountain nor will there ever be. None would dare enter Erebor, whilst the dragon lives." Legolas said dismissing him.

"You know nothing! Your world will burn!" The Orc spat at the Elf.

"What are you talking about? Speak!" Legolas ordered demanding the Orc tell them the truth.

"Our time has come again. My master serves the One. Do you understand now, Elfling? Death is upon you. All of you. The human travelers from the stars have much to be fearful of. The flames of war are upon you-" The Orc began shouting out claims of the future before being interrupted as Thranduil, whose eyes have widened upon hearing about "the One," suddenly whipped out his sword beheading the orc, leaving the orc's head in Legolas's hand.

"Why did you do that? You promised to set him free." Legolas asked his father confused

"And I did. I freed his wretched head from his miserable shoulders." Thranduil replied calmly again as if what he just did was normal.

The orc's body, although separated from its head, shook violently asThranduil then stomped on its leg to stop the shaking.

"There was more the orc could tell us." Legolas said trying to reason with his father.

"There was nothing more he could tell me." Thranduil responded as he turned and walked away, sheathing his sword.

"What did he mean by the 'flames of war'?" Legolas asked his father

"It means they intend to unleash a weapon so great it will destroy all before it." Thranduil answered

"What of that woman and her companions? He said they are to be afraid of something?" Legolas asked still confused.

"What ever may happen to Agent Peggy Carter and her friends is no concern of mine. If they have brought dangers upon themselves then it is no doubt of their own doing" Thranduil responded dismissing the threat as he then addressed the elven guards.

"I want the watch doubled at all our borders. All roads, all rivers. Nothing moves but I hear of it. No one enters this kingdom, and no one leaves it." Thranduil ordered now making right of his earlier claim to Peggy, Sousa and Jarvis.

* * *

Legolas then approached the elves guarding the entrance to the Woodland Realm.

"Holo in ennyn! Tiro i defnin hain na ganed en-Aran." ("Close the gate! Keep it sealed by order of the King.") Legolas ordered the guards.

As Legolas turned to walk away, one of the guards called out to him.

"Man os Tauriel?" ("What about Tauriel?") The Elf guard asked

Legolas then stopped short at this.

"Man os sen?" ("What about her?") Legolas responded

"Edevín eb enedhor na gû a megil. En ú-nandollen." ("She went into the forest armed with her bow and blade. She has not returned.") The Elf guard answered.

Upon hearing this Legolas then walked toward the gate, the guard pointing out toward the forest in the direction Tauriel went as he then began to look anxious.

* * *

Bolg and his orcs have arrived at the rock where the dwarves met Bard. One of the orcs then began to taste a pool of liquid.

"nash! Agra-yi." ("Dwarf blood! They were here.") The Orc called out before he tasted more blood.

"Nuzdi-arg nash…hum an bunish!" ("There is another scent…man flesh!") Bolg said noticing the blood of Peggy and her friends but also Bard's

"They have found a way to cross the lake." Bolg said in realization before growling.

* * *

Meanwhile Bard was paddling the dwarves Peggy, Jarvis, Sousa and Bilbo across the lake in his barge. It is very foggy, and the barge pushes aside ice floes.

"Looks like the weather is going to come down awful hard." Sousa commented.

"If only we had coats and umbrellas" Jarvis lamented.

"Somehow I doubt they would do us any good Mr. Jarvis." Peggy responded as she then noticed large stone formations appearing out of the fog.

"Watch out!" Bofur called out

Bard expertly manages to pole the barge between the rock formations, which turn out to be ancient ruins.

"What are you trying to do, drown us?" Thorin asked angry at him

"I was born and bred on these waters, Master Dwarf. If I wanted to drown you, I would not do it here." Bard responded not feeling fazed by the Dwarf's outburst.

"You guys should just be lucky it wasn't an iceberg." Sousa commented

"Why is that?" Balin asked confused

"Let's just say there was a story back in our home about a very famous ship that went against nature. The ship lost" Peggy answered knowing Sousa was referring to the Titanic sinking.

"Oh I have enough of this lippy lakeman. I say we throw him over the side and be done with him." Dwalin groaned annoyed by their current situation.

Peggy rolled her eyes at this as Bilbo answered him slightly angered by his behavior.

"Ohh, Bard, his name's Bard." Bilbo said annoyed at the Dwarf's behavior.

"How do you know?" Bofur asked confused

"Uh, I asked him." Bilbo answered bluntly before gesturing to the trio "They did too."

"Common decency isn't much to ask for Master Dwarf. You don't even have to pay for it" Jarvis said to the Dwarf

"I don't care what he calls himself, I don't like him." Dwalin said to Thorin

"We do not have to like him, we simply have to pay him. Come on now, lads, turn out your pockets." Balin ordered his kin

The dwarves then began pulling out their money and valuables. Peggy then began pulling coins out of her pockets as Jarvis and Sousa did the same.

"I know it won't do any good since you've never heard of American money but we decided to pay anyway" Peggy said giving her money to Balin

"You didn't need to do that now Peggy but bless your heart all the same." Balin answered with a smile.

"Is that alright with you?" Peggy asked Bard who turned to her

"I do not know of the land of America Agent Carter. But perhaps your coins will make nice souvenirs." Bard answered her

"So you guys can't change currency then?" Sousa asked as Bard shook us head.

"How do we know he won't betray us?" Dwalin said whispering to Thorin

"We don't." Thorin ansewered

Balin counting the money realizes an issue.

"There's, um, just a problem: we're ten coins short. Not counting Peggy and her friend's money of course" Balin said to the Company

"Gloin. Come on. Give us what you have." Thorin ordered his kin to pay up

"Don't look to me. I have been bled dry by this venture! And what have I seen for my investment? Naught but misery and grief and-" Gloin lamented before he stopped talking upon realising that all the others have slowly stood up and were looking at something in the distance. The fog then began to thin, to reveal the Lonely Mountain.

"Bless my beard. Take it. Take all of it." Gloin said changing his tune as he then handed Balin a sack of coins he had secretly withheld before

Bilbo then coughed and gestured his head toward Bard, who is approaching the dwarves on their end of the barge. Peggy quietly reflected Bilbo's demeanor felt like a tax collector trying to get the money a person owned to him or for a rich man like Howard who didn't need to worry about such issues, him persuading a woman to stay with him longer on a night out through similar means.

"The money, quick, give it to me." Bard said demanding the money.

"We'll pay you when we get our provisions, but not before." Thorin informed denying his request.

"Oh good lord just pay him. It'll make things easier" Peggy groaned in annoyance.

"She is right. If you value your freedom, you'll do as I say. There are guards ahead." Bard said informing them of their situation.

The dwarves, Bilbo and trio then turned to see the rooftops of Laketown in the distance.

* * *

Bard's barge suddenly is stopped at a dock just outside the city. He then gestures to the trio.

"You three come with me." Bard said as he hopped off and began speaking to a man as the trio followed him.

Meanwhile, the dwarves and Bilbo were hidden in the barrels on the barge.

"Shh, what's he doing?" Dwalin asked with a whisper

Bilbo then peered through a hole in his barrel to get an answer as he noticed a conversation happening.

"He's talking to someone." Bilbo answered

Bilbo then notices Bard point back at his barrels while talking to the man.

"And he's...pointing right at us!" Bilbo yelled a little alarmed

Thorin suddenly looked anxious at this as Bard shook the man's hands while the trio began to walk with him.

"Now they're shaking hands." Bilbo said informing them.

"What?" Thorin asked irritated

"That villain! He's selling us out." Dwalin commented angered at this betrayal.

"What about Peggy, Chief Sousa and Mr. Jarvis?" Ori asked

All the dwarves in their individual barrels then began to listen anxiously for any more answers when suddenly, dead fish began to pour into the barrels. The dwarves spluttered in surprise at this as Jarvis looked down upon Dwalin.

"Don't feel bad Master Dwarf. I once road in a van filled with not very pleasant milk with a bomb that could explode any minute. You'll do fine" Jarvis commented with a smile as the Dwarf looked up at him in annoyance.

Bard then poled his barge toward the gate of the city; on deck are the 14 barrels all full of fish, with a dwarf or hobbit inside as well while Peggy, Jarvis and Sousa stood alongside Bard.

"Oh god" One of the Dwarves cried out not being able to handle the smell of the fish.

Bard then kicked the barrel closest to him as Sousa then wacked his crutch off of one too.

"Quiet! We're approaching the toll gate." Bard whispered to the disgruntled Dwarves.

"Surly that isn't hard?" Peggy asked the Dwarves in the barrels who didn't respond.

"Halt! Goods inspection. Papers, please. Oh, it's you, Bard." the Gateskeeper said realizing it was Bard coming into the town.

Bard then brought his boat up to the gatekeeper's office, the gatekeeper stepping out to see him and the trio.

"Morning, Percy." Bard greeted the Gateskeeper.

"Anything to declare?" Percy the Gateskeeper asked

"Nothing, but that I am cold and tired, and ready for home." Bard answered with a chuckle.

Bard then handed the gatekeeper some papers as the trio looked at this display, Peggy being surprised but commending Bard's ability to negotiate trade well.

"You and me both." Percy answered agreeing with him.

As the gatekeeper took the papers and goes into his office to stamp them, Bard looked around warily as the trio did the same hoping that they wouldn't be found out.

"Here we are. All in order." Percy commented holding out Bard's papers.

A man, Alfrid, suddenly stepped out of the shadows grabbing the papers.

"Not so fast." Alfrid said accusingly.

Alfrid then began to read Bard's papers, then looking at his load.

"Consignment of empty barrels from the Woodland Realm. Only, they're not empty, are they, Bard?" Aflrid asked him suspiciously.

Alfrid then tossed Bard's papers to the wind, approaching him, with some of Laketown's soldiers behind him. Peggy tensed as she was ready to defend Bard as Sousa and Jarvis stood ready to act too.

"If I recall correctly, you're licensed as a bargeman, not a fisherman." Alfrid said picking up one of the fish from a barrel and holding it up to Bard. He doesn't see Bombur's eyes looking up from the gap where the fish had been. He then looked at the trio. "I don't remember you bringing a crew with you either. I haven't seen either of you three in the town before. Who are you? Who do you spy for?"

"That's none of your business." Bard answered

"What he said" Peggy said agreeing with Bard as she gave Alfrid a glare.

"Wrong. It's the Master's business, which makes it my business." Aflrid said not caring for Bard's answers.

"Oh come on, Alfrid, have a heart. People need to eat!" Bard pleaded to the uncaring servant

"These fish are illegal." Alfrid replied reminding him of the law as he then threw the fish he was holding into the water, then beginning to commanded the soldiers to do the same.

"Empty the barrels over the side." Alfrid ordered the soldiers

The soldiers, lead by their captain, Braga, move to comply as Peggy and Sousa looked at them ready to move to them as Jarvis stood with Bard.

"You heard him. Into the canal. Come on, get a move on." Braga ordered the troops to continue with their orders.

The soldiers then began to tip the barrels over and letting the fish fall into the canal. Sousa tried moving to stop them but some soldiers manage to grab him disarming him of his crutch and hold him as other soldiers continue pouring the fish.

"Folk in this town are struggling. Times are hard. Food is scarce." Bard continued to plead with the selfish servant.

"That's not my problem." Alfrid said dismissing him.

"I say sir you have you no manners. What way is that to treat one of your workers who's done good work for you?" Jarvis asked appalled by Alfrid's lack of manners and care for anyone.

"Did I ask you to speak? No. Then shut your mouth" Alfrid said pointing at Jarvis before Peggy grabbed hold of him by the shirt and gave him a glare as he then began to become scared.

"I've threatened people far more worse, smarter and skilled then you. I don't need long to get you to move so I'd advise you to choose your next words carefully." Peggy said threatening him.

"When the people hear the Master is dumping fish back in the lake, when the rioting starts, will it be your problem then?" Bard asked Alfrid somewhat grateful that the trio were there standing by him.

Bard and Alfrid then stared at each other intensely for a few seconds as Alfrid then looked back at Peggy feeling a little unnerved that this seemingly ordinary woman was able to seem like she could strike fear into someone, as he then finally raised his hand to the soldiers.

"Stop." Alfrid ordered the soldiers as they then stopped tipping the barrels over and return to the buildings while also letting Sousa go. Peggy then lets Alfrid go as he then dusts his shirt before turning to Bard.

"Ever the people's champion, eh, Bard? Protector of the common folk? You might have their favor now, bargeman, but it won't last." Alfrid said with annoyance as he then walked away giving a glare to the trio and Bard.

"Raise the gate!" Percy ordered the soldiers

A large portcullis blocking the channel was then raised, as Bard began to pole his barge through. As he passed, Alfrid turned around shouting to him and the trio.

"The Master has his eye on you and we'll have eyes on your friends there too; you'd do well to remember. We know where you live." Alfrid said threatening him.

"It's a small town, Alfrid; everyone knows where everyone lives." Bard commented as he continued on his way.

Now they had escaped the arrogant servant, Peggy, Sousa and Jarvis then finally managed to get a look at Laketown; it's a town built in the middle of the lake, and it looks quite poor and ramshackle. There are many channels of water throughout the town, through which various boats float. Admittedly Peggy was reminded of the old Russian trading city from the time of medieval Russia of Novgorod which was also situated on a lake that had been destroyed during the town and people were now trying to have it be repaired. She then then turned to Bard.

"So that egotistical, opportunist sycophant does he work with the Master?" Peggy asked feeling she probably knew his answer already.

"Aye. Alfrid Lickspittle is his most trusted adviser. He will no doubt try to ruin you three so while I know now that you can handle yourselves I still say be wary of him." Bard said with caution to the trio

"We've seen our fair share of conflict between a mad man wanting a great power to rule the world, a man who can hypnotise people with his voice along with his assassin who seems to want to make my life hell and a smart but also mad woman who wanted a power she couldn't control. My friends and I can handle Igor, Bard." Peggy sarcastically said as Bard gave a wry smile appreciating the joke despite not knowing the reference as did her friends who both understood it.

"Just stay with me and I will make sure of your safety." Bard commented to the trio continued poling his barge down the main channel.

* * *

"All this talk of civil unrest; someone's been stirring the pot, sire." Alfrid said looking down upon the town

Alfrid was now in the Master's bedchamber, the Master having just been woken up was standing in his nightgown still trying to put himself together. As Afrid empty's the Master's chamberpot out a window the Master began to groan and moans stumbling about and then siting down, rubbing his knees.

"Gah! Auh!" The Master cried with agony.

"Gout playing up, sire?" Alfrid asked his boss

"It's the damp. It's the only possible explanation. Now get me a brandy." The Master ordered as Alfrid then moved to comply.

"The mood of the people, sire, it's turning ugly." Alfrid said informing his boss what was happening in the town.

"They're commoners, Alfrid. They've always been ugly. It's not my fault that they live in a place that stinks of fish oil and tar. Jobs, shelter, food, that's all they ever bleat about." The Master said dismissing this as Alfrid him a glass of brandy as he then begins to drink it all in one shot.

"It's my belief, sire, they're being lead on by troublemakers." Alfrid said informing the Master of what he's heard.

"Then we must find these troublemakers and arrest them!" The Master yelled with some alarm.

Alfrid and the Master, having now dressed descend to the Master's study as the Master is drinking another glass.

"My thoughts exactly, sire." Alfrid said agreeing with him.

"And all this talk of change must be suppressed. I can't afford to let them rebel, band together and start making noises. The next thing you know, they'll start asking questions, forming committees, launching inquiries." The Master said frustrated as he arrives at his desk, then pours yet another tall glass of brandy.

"Out with the old, in with the new." Alfrid said utilizing an old phrase to sum up the situation they were facing.

"What?" The Master asked confused

"That's what they've been saying, sire. There is even talk of an election." Alfrid said informing him of what he heard.

"An election!? That's absurd. I won't stand for it." The Master said surprised and annoyed at these turn of events

The Master then walked away as Alfrid then spoke softly to himself.

"I don't think they'd ask you to stand, sire." Alfrid said feeling a disregard for his master's laziness and appearance.

The Master then opened the glass doors and walked out onto his balcony, looking over Laketown as he began muttering to himself.

"Shirkers. Ingrates. Rabble-rousers. Who would have the nerve to question my authority? Who would dare? Who….Bard." The Master bitterly said as he caught sight of Bard going down the canal as he and the trio then stepped off the barge. "You mark my words, that trouble-making bargeman is behind all this. No one else would have the-"

Just as the Master turned around Alfrid suddenly appeared behind him interrupting his thought.

"Bollocks, sire" Alfrid said as he held out a plate of food in his hand "Ram and goat covered in a lovely little mushroom gravy."

At his desk the Master is eating his food like a slob sucking on the ram and goat pieces while Alfrid is contining to give out his thoughts on their situation walking away from the Master down the hall while doing so

"In an ideal world sire we'd arrest him. But Bard has the favour of the people. They see him as a leader" Alfrid said with a hint of bitterness as he then began walking back to the Master "Someone they can truly admire. Modest, intelligent, handsome, athletic."

The Master still eating like a slob during this then began to reflect on how he could upstage Bard "Yes he's clearly modelling himself on me but that's no crime."

It was then the Master had an idea on how he could upstage his enemy.

"I wonder if some ancient law might exist that forbids bargeman from asking questions" The Master said pointing now formulating a plan as Alfrid gave a sly smile at this. "You think such a venerable stat might exist?"

"Oh most certainly sire." Alfrid said giving a smile before turning around and walking down the hall before turning towards the Master again.

"What of his friends?" Alfrid asked the Master who was continuing to drink and eat.

"Friends?" The Master asked confused.

"He brought three people back with him two men one looking crippled as he held something against his leg and another man with the most silly accent I've ever heard." Alfrid answered mocking two of the trio.

"And the other one?" The Master questioned.

"A woman sire. Also had an accent on her" Alfrid answered his boss.

"Oh. Well is she pretty Alfrid? Why didn't you say something?" The Master asked his servant

"I wouldn't advise trying to court her sire. She grabbed me and looked like she was going to rip my head off and mean it. So what should I do about it?" Alfrid asked

"Find out what you can about them and if they are spies or intruders of any sort then arrest them and add their alliance with Bard as part of Bard's crimes on that ancient law." The Master ordered as Alfrid then turned around again.

"I'll write that up immediately." Alfrid said walking down the hall.

The Master then wiped his face in satisfaction. "You've picked the wrong man to tangle with Master Bard. You and these friends of yours"

* * *

Meanwhile Radagast and Gandalf were approaching the bridge to Dol Guldur.

"Dol Guldur. The hill of sorcery." Gandalf said with caution

"It looks completely abandoned." Radagast commented on the sight.

"As it is meant to. A spell of concealment lies over this place, which means our enemy is not yet ready to reveal himself. He has not regained his full strength. Radagast, I need you to carry a message to the Lady Galadriel. Tell her we must force his hand." Gandalf said revealing the truth while giving his friend a task.

"What do you mean?" Radagast asked confused.

"I'm going in alone. On no account come after me. Do I have your word?" Gandalf asked his friend hoping he understood what he was saying.

Radagast slowly walking away from Gandalf as he spoke nodded his head in understanding. "Yes, yes, yes, yes."

Radagast then prepares to leave, while Gandalf begins striding across the bridge toward Dol Guldur. Radagast suddenly turning calls to Gandalf.

"Wait, Gandalf! What if it's a trap?" Radagast asked his friend slightly worried about what could transpire should he leave Gandalf alone.

"Turn around, and do not come back." Gandalf replied reminding his friend to stay away at all costs.

Radagast nodded his head as he then turned and walked away.

Gandalf then spoke quietly so that Radagast couldn't hear. "It's undoubtedly a trap."

Gandalf drawing his sword in one hand and staff in the other, began to stride across the bridge as the individual from before began to follow him again. Gandalf now hearing the individual suddenly turned around upon hearing the noise, the individual quickly running back across the bridge into the shadows.

"Radagast I told you to stay back!" Gandalf barked as he shun his light into the darkness to reveal someone who wasn't Radagast. This is the cloaked individual who is holding a stick as a cane for support that has been following Gandalf for awhile now. Their face despite Gandalf's light from his staff is still hidden behind their hood.

"Please put your weapons away. I mean you no harm" The individual spoke with a husky male voice that sounded old but with a hint of an accent that wasn't common to Middle Earth although Gandalf didn't notice this.

"Who are you? Speak!" Gandalf ordered the old man as he moved away from the wizard.

"Please forgive me I don't mean to cause you any trouble. I've been alone so long it's been years since I've spoken to anyone. I crashed in a riding accident in lands far from here long ago. I was then captured by these creatures and brought here and then tortured by them. Now I am but an old man trying to survive and escape this dreaded place as you have seen from the cages that are open. Another is also roaming around here somewhere but I know not where he is." The mysterious old man said informing Gandalf of his predicament.

Gandalf curious upon hearing this but still cautious lowered his arms slightly "Tell me dear fellow. Do you have a name?"

"My name? Yes. It is the only thing I have left of me from my old life. Everything else is gone." The old man bitterly reflected.

"What is gone?" Gandalf asked as the man became slightly angry.

"What was mine. I was once a great leader but I had my power taken away from me by foolish individuals who wanted to deny me that power!" The old man said angrily.

Gandalf now feeling distrustful turned away from the old man as he then returned to walking across the bridge "My apologies but I must be going."

"Wait. You seek knowledge. Yes. I know of this place. You seek the lord of this fortress. I shall take you too him" the Old man said trying to strike up a deal with Gandalf.

Gandalf still not trusting this man hesitated before asking him a question "What do you demand in return?"

"My freedom" The old man answered before thinking to himself "And revenge."

Gandalf though he didn't trust this man knew he had to draw the Necromancer out and since this man seemingly knew his way around the fortress he would be somewhat of an asset. Plus he spoke of another captive that while he wasn't sure who it was yet he had a possible feeling of who it might be. Looking back at him again Gandalf somewhat reluctantly gave the old man his answer. "You may assist me. But tell me. What is your name?"

"My name. Yes." The old man said before answering with a hint of a smile on his face which Gandalf couldn't see do to it being covered his hood "Call me. Dell Rusk."

* * *

 **Author's Note: So yeah another long chapter. I think that's down to the fact I'm including the stuff that doesn't involve the Dwarves and Peggy like the Gandalf, Tauriel and Legolas stuff but I can't really find myself writing a way around it. Although now as judged by this chapter I might be moving some stuff around for the story as seen here because the scene with Gandalf and Radagast at the end didn't come until way later in the film so I moved it to introduce this new element of this story.**

 **So who is Dell Rusk? Well the clue is in the name but I felt Peggy and her friends should feel challenged when coming to Middle Earth something that was common in the stories of Dr. Manhattan that inspired this (again give his stories a read mine can't really compare but I try) and something I wanted to adopt as well for mine but I was also being careful in how this approaches cannon.**

 **Basically I look at my version of events now as mostly being the same except for this moment and from then on a change happens and the universe will mostly be the same except for whatever changes may come for certain characters and ideas as long as it still lines up with future events and considering Agent Carter is set in the 40s (and the fact it is cancelled now it's timeline is in limbo somewhat as are the fates of it's characters with the exception of Peggy, Jarvis and Howard Stark who we know are going to continue on into the future) I probably don't have as much to worry about in comparison to say whatever next film comes out that connects to the Avengers but it's still something to be cautious of I feel. Still post your thoughts if you so wish about Gandalf's shady and mysterious ally. Also yes I will include the extended edition scenes with Thrain as hinted at from Rusk's comments.**

 **As for other stuff the idea of Lake Town being influenced by Medieval Russia comes from Lake Town's entry on the LOTR. Wikia which says this. I'm guessing it came from the behind the scenes on the DVDs and I just don't remember or something but I got it from there.**

 **Also hope the conversations with Alfrid were satisfying. This won't be the last time he troubles our heroes as you know from the film. Also the name for the Master was my own addition despite he didn't have one in the book or films. The name Maxwell comes from a stage version of the Hobbit which gave it as the Master's name (don't know when it was produced or how well known it was) and Melchett is of course a reference to one of Stephen Fry's most popular roles from the British comedy series Blackadder which I'm quite fond of (Though I found it amusing I did that and then remembered from this script that the gateskeeper was named Percy as was a character from that show).**

 **As for Bard his relationship with the trio and the Dwarves has only begun in the story but with the former's presence it'll be something I'm interested to explore more of. Because of their presence the trio of Peggy, Sousa and Jarvis naturally could affect things in both positive ways as we've seen and bad ways as we will see later.**

 **Writing stuff like this keeps the story interesting to me and makes it better than the characters are just hanging around in the story otherwise why bother have them be present at all. If they have come here then let there be consequences somewhat both good and bad for it and I hope you're interested in what I have planned. Admittedly it took me awhile (and I still haven't yet figured out everything) to find out what threat would come from the MCU and threaten Middle Earth along with Smaug, Azog and the Necromancer but I got it now.**

 **Anyway this is your friend Steve993 signing off and I'll see you next time.**


	13. On The Shores Of Laketown

**Author's Note: Here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Also check out my profile for some of the possible ideas I have in the future and let me know what you think of them. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Meanwhile back in Laketown having warded off Alfred and the guards Bard was now docking his barge. After looking around, he knocked over one of the barrels, as a dwarf fell out along with a pile of fish as Bard continued knocking over barrels, Sousa and Jarvis helping him do so with Sousa using his crutch. He then began to reach for Dwalin's barrel, but before he could do so Dwalin pocked his head up through the fish annoyed at their predicament.

"Get your hands off me." Dwalin ordered as he swat Bard away.

The remaining dwarves and Bilbo were struggling to get out of their barrels, looking greasy and slimy from the fish as Peggy, Sousa and Jarvis helped them, Jarvis trying not to gag as he held them. The dock keeper could only look on in shock as Bard approached him slipping him a coin.

"You didn't see them, they were never here. The fish you can have for nothing." Bard said as Peggy looked at the man signifying that he should listen to Bard as he then complied.

With that Bard then began leading the Company away.

"Follow me." Bard ordered

A woman working on a boat happens to look up and she sees the dwarves running through Laketown in the distance as she looks shocked at their appearance.

"Stay close" Bard ordered looking out to make sure the close was clear as the Company walked along behind them. "Keep your heads down and keep moving."

"Believe me Bard I don't think any of us want to go anywhere so we can avoid suspicion." Sousa said as he walked alongside Peggy and Jarvis.

As they went through the city Peggy noticed multiple stalls with people trying to sell various items while wearing not the greatest of clothing. I guess decent clothes wouldn't be an option anytime soon something she could deal with but Jarvis wouldn't be able too as he whispered to her.

"Well these markets seem awfully small" Jarvis commented.

"They're doing what they can to survive. Like refugees during the war" Peggy added remembering the times she travelled with Steve and the Howling Commandos and seeing the camps that were set up in countries that Hydra and the Nazis ravaged.

Bilbo who while he was learning about places beyond home still had to clarify where Bard had taken them. "What is this place?"

"This, Master Baggins, is the world of Men." Thorin answered

Suddenly a Laketown guard spotting them called out "Halt!"

"Come on move!" Thorin ordered as the Company took off running leaving Bard and the trio behind as Peggy sighed in frustration.

"In the name of the Master of Laketown I said halt!" the guard continued to call as the Dwarves and Bilbo ignored him. "Stop them!"

Running around a corner the Company quickly found themselves cornered by another guard. Thinking quickly the dwarves and Bilbo attack the guards, and quickly knock them out with pots, pans, and mops as Bard and the trio looked on.

"So much for remaining conspicuous" Jarvis said while sighing.

"Come with me." Bard ordered the trio as they followed them.

The dwarves, and some of the townsfolk, then quickly began to hide the unconscious guards just as another, Braga, appears. "What's going on here?" Braga asked suspiciously as he began to take a look around. "Stay where you are. Nobody leaves." he ordered as he continued looking but doesn't find anything amiss as the Dwarves hid while Bard and the trio looked on before they walked up to Braga.

"Braga" Bard commented nonchalantly

"You. What are you up to Bard?" Braga asked looking at him with suspicion and annoyance.

"Me? I'm looking for nothing" Bard answered as if nothing as happened as Jarvis noticed an unconscious guard and pushed him away behind him while a towns person dropped a plant on another's head to make sure he was down also.

Still being suspicious Braga stormed past the four humans as he noticed towns folk continuing things as normal leaving him confused.

"Her Braga, your wife would look lovely in this." Bard commented as he held up a nicer looking dress shirt as Jarvis eyed it realizing there were nicer looking clothes after all leaving him relieved.

Angry Braga stormed towards Bard "What do you know of my wife?"

"I know her as well as any man in this town." Bard commented pointing out again how everyone in town knows one another.

Raising her eyebrow at this while she understood what Bard was getting at remember his comment from earlier about the town being small so that meant it was a tight community of people and the fact he didn't seem like the kind of person who would do such a thing but she still couldn't help but groan as she was reminded of Howard and his one of his various pick up lines.

Braga angry, started to walk away but then turned to the trio again suspicious "I don't recognize you from around the town. Are you outsiders? Because we don't serve your kind here unless we require your aid."

Peggy wanted to knock him out but knew she couldn't solve everything through fighting especially after what the Dwarves just did "We're crewman. Part of Bard's ship. We're just returning to his home to collect the rest of the money he owes us because he didn't have it all at the dock. We'll be on our way then." Peggy said giving her best forced smile which she used often when having to deal with such situations she was in now.

Braga remaining angry stormed off as the Company were now left by themselves. As they continued to stride through Laketown, Bard's son, Bain, suddenly ran up to Bard. Looking at the boy Jarvis could guess he was about maybe 11 or 12 possibly 13 point being he looked like a teenager with brown hair and green eyes as he wore what seemed to be a brown buttons shirt and a fur grey coat.

"Da! Our house, it's being watched." Bain said with alarm as he caught his breath.

Bard looked at Thorin and the trio as he then began to hatch a plan. After going through their plan Bard, the trio and his son began to walk along back to their house as Bain looked back at the three humans who were following them worried about who they were.

"Da who are these people?" Bain asked his father a little worried.

"Don't be alarmed son. We're here to help." Sousa said putting a hand on his shoulder as he down crouched a bit to Bain's level as he looked to Peggy and then Jarvis who smiled.

"We are as they say the good guys" Jarvis said reassuring the young teenager they meant him no harm as he nodded understanding what he meant.

As they continued to walk, Peggy looked upon the various people watching them, all dirtied and tired looking from their time in their boats with messed up hair and scraggy hair.

"So this is where the locals hang?" Sousa asked looking upon what they were witnessing

"I guess so. You will never find a more wretched hive of scum and villainy it seems." Peggy commented as she noticed a fisherman in a boat looking at them and dropping his eyepatch over one eye, then knocking with his staff on a wall nearby.

Upon this signal, two boys ran from the wall, one knocking over a contraption which causes a hammer to hit a bell. At this signal, another man lit a match to light his pipe. He then turned looking at two men in a fishing boat right next to Bard's house, as they nodded and switched their poles to the opposite sides of the boat than before, doing this just as Bard, Peggy, Sousa, Jarvis and Bain get to Bard's house as Jarvis, Sous and Bain entered through the door. Just before entering Bard tossed an apple to one of the fisherman.

"You can tell the Master that I'm done for the day." Bard said as the fisherman looked at the apple and bit into it. Just as Bard was about to enter his home an elderly man with glasses called out to him from across the way as he held up a dress.

"Bard. I just got this in from across the town. You want to come over and buy it for your daughter?" the old man asked

"No thank you Lee we're fine but your offer is most kind" Bard answered raising his hand to wave as Lee then looked at Peggy who hadn't entered yet as she turned to him as he looked at her. "What about you miss?"

"We'll come by later." Peggy answered as Lee then returned to his duties while Peggy entered the house with Bard following inside the house as Bard's daughters, Sigrid and Tilda, ran to greet their father.

"Da! Where have you been?" Tilda asked with excitement

"Father! There you are. I was worried." Sigrid added as both daughters ran to their father, hugging him. Bard smiled as he then handed his bag to Sigrid.

"Here's something to eat. Bain, get them in." Bard said to his daughter as Bain complied.

The trio could only smile at this display at affection between Bard and his family, Jarvis in particular feeling happy but on the inside was saddened that this is what he and Ana would miss out on. Even adoption was a risk concerning Ana could run risk of being deported despite the best attempts that they were making so that both could stay in the country once Jack Thompson had threatened her with deportation. But he wouldn't let that happen. Never.

As Bard was looking out a window while Peggy, Sousa and Jarvis got settled in, Bain was going down some steps to the lower floor of the house, which was open to the water. After looking around, he then knokced on the wall near the toilet three times as Dwalin's head appeared through the toilet, which is open to the water below.

"If you speak of this to anyone, I'll rip your arms off." Dwalin said threatening him.

Dwalin quickly raised the seat and began to pull himself out of the toilet as Bain reached out to help him, but Dwalin slapped his hand away.

"Get off." Dwalin ordered being very annoyed at this embarrassing predicament.

"Up there." Bain said pointing up the stairs, as Dwalin quickly walked up as Bilbo poked his head up through the toilet, looking flabbergasted, Bain then heping him out as the rest of the dwarves follow in heading upstairs.

"Da...why are there dwarves climbing out of our toilet?" Sigrid asked confused

"Will they bring us luck?" Tilda asked

"I don't Dwarves are quite like leprechauns" Jarvis said correcting the young girl

"What's a leprechaun?" Tilda asked confused as Jarvis led her away as Nori emerged from the toilet with some leaves stuck to his hair.

* * *

The dwarves were now being wrapped in blankets, and their wet things have been laid in front of the fire to dry while some of them began to shiver.

"It may not be the best fit, but it'll keep you warm." Bard said to the Dwarves who weren't obviously well.

Tilda passing out blankets, handed one to Bilbo as he then thanked her

"Thank you very much." Bilbo said to the child.

She then handed one each to Peggy, Sousa and Jarvis who each thanks her.

"Oh you didn't have to do that. But thanks all the same." Peggy said smiling at the young girl

Jarvis quickly threw the blanket over himself as Tilda looked at him. "Could you tell me about the leprechauns?"

"Of course. I could tell you many things. But perhaps once we're settled in?" Jarvis asked as Tilda nodded excited about hearing new stories.

Thorin not paying attention to the conversations that were going on was looking out a window, noticing a wooden tower not far away. Atop the tower was a windlass, a giant cross-bow type weapon with four arms as Thorin suddenly looked at it in shock.

"A Dwarvish Wind-Lance." Thorin said in surprise

Bilbo, who was sipping a hot drink from a mug, noticed the wind-lance too and started looking at it.

"You look like you've seen a ghost." Bilbo commented in surprise.

"He has. The last time we saw such a weapon, a city was on fire. It was the day the dragon came." Balin said answering Bilbo's question.

Peggy who was curious about the history of this weapon noticed Thorin looking away sadly, as Balin began to tell a story.

"The day that Smaug destroyed Dale. Girion, the Lord of the city, rallied his bowman to fire upon the beast. But a dragon's hide is tough, tougher than the strongest armor. Only a black arrow, fired from a wind-lance, could have pierced the dragon's hide, and few of those arrows were ever made. His store was running low when Girion made his last stand. But alas he failed." Balin said finishing his story leaving everyone once again much like earlier when he recounted Thorin's history with Azog.

"Had the aim of Men been true that day, much would have been different." Thorin said with a hint of bitterness.

"You speak as if you were there." Bard said feeling a bit offended as he approached Thorin.

"All dwarves know the tale." Thorin said in response to this comment.

"Then you would know that Girion hit the dragon. He loosened a scale under the left wing. One more shot and he would have killed the beast." Bain commented agreeing with his father.

"Ha ha ha! That's a fairy story, lad. Nothing more." Dwalin said laughing it off.

Peggy rolled her eyes at this but also raised her eyebrows at how both Bard and Bain responded to this story. While she understood the idea that they would feel offended about how people are possibly misinterpreting history considering how she's been at the center of that herself with those awful radio shows that misinterpreted her the way the way they responded felt personal. Like they were connected to Girion some how.

"You took our money. Where are the weapons?" Thorin said striding up to Bard.

"Wait here." Bard ordered as he then headed down the stairs to the lower part of the house.

After looking around to make sure no one was watching, Bard pulls on a rope hanging off a small boat then pulling up a wrapped package that had been hidden underwater.

While Bard was doing this, Thorin, Balin, Fili, and Kili talk quietly together.

"Tomorrow begins the last days of autumn." Thorin said reminding them of the task at hand.

"Durin's Day falls morn after next. We must reach the mountain before then." Balin added

"And if we do not? If we fail to find the hidden door before that time?" Kili asked feeling worried.

"Then this quest has been for nothing." Fili lamented.

Fili then felt a warm hand on his shoulder as he looked up at Peggy smiling down upon him

"I once helped someone go on quest that looked like it was going to be all for nothing and he came back having accomplished the task he set out to do and gained even more from it. I promise the same for you that your quest will not be in vain." Peggy said as the Dwarves suddenly felt more positive upon hearing this however Thorin was still unsure.

Suddenly Bard returns and lays the package on the table as the dwarves stand around it. Loosening the wrappings he reveals a couple of hand-made weapons. The dwarves looking at them in shock, pick up the weapons and look at them in disgust. Jarvis then picks one up as do Peggy and Sousa.

"What is this?" Thorin asked feeling offended.

"Pike-hook. Made from an old harpoon." Bard answered

"And this?" Kili asked

"A crowbill, we call it, fashioned from a smithy's hammer. It's heavy in hand, I grant, but in defense of your life, these will serve you better than none." Bard answered again.

"These look like gardening tools. But you guys live on a lake so I know that would be wrong to compare." Sousa said looking at a weapon.

Thorin and Dwalin looking each other feel disgusted by this.

"We paid you for weapons. Iron-forged swords and axes!" Gloin yelled complaining.

"It's a joke!" Bofur added throwing his weapon back on the table, the other dwarves following suit.

"You won't find better outside the city armory. All iron-forged weapons are held there under lock and key." Bard said informing them of why their weapons weren't up to their satisfaction.

Thorin and Dwalin looking at each other out of the corners of their eyes decided to hatch a plan.

"Thorin." Balin said feeling worried by the look Thorin was giving.

Bard suddenly looked up at the mention of the name Thorin, as if the name sounds familiar to him as Peggy noticed this but didn't make it look like she did.

"Why not take what's been offered and go? I've made do with less; so have you. I say we leave now." Balin said trying to reason with him.

"I agree. Just once I would like to leave somewhere without having too much trouble being caused" Jarvis said agreeing with Balin

"You're not going anywhere." Bard ordered

"What did you say!?" Dwalin asked suddenly outraged.

"There's spies watching this house and probably every dock and wharf in the town. You must wait till nightfall." Bard said revealing to them of the truth of the situation.

"So just stay here for once. I'm sure there's a chess board or some kind of game you boys can play to pass the time or just go to sleep" Peggy commented.

Hearing this, the dwarfs and realizing they are right they then began to settle down. Kili who was leaning on a pole, suddenly feeling like he was in pain slowly slid down the pole then sitting on a couch. Wincing, he begins to examine the bandage on his leg while making sure no one was looking.

Bard meanwhile was standing on his porch talking to himself, trying to recall where he'd heard the name 'Thorin' before.

"Thorin…" Bard said trying to remember.

With a sudden shock of understanding, he then whirled around looking at the Lonely Mountain in the distance. Bain noticing the door open sticks his head out.

"Da?" Bain asked calling out to his father.

"Don't let them leave." Bard ordered as hurried down his steps and into the town.

* * *

Meanwhile Tauriel was in pursuit of the orcs, as she came to a rocky promontory at the end of the river and at at the banks of the lake. Far across the lake, Laketown was visible to all who could see. On the rocks were pieces of a deer that the orcs had previously shot and ripped apart. Hearing something, Tauriel turned her head slightly and reached for something at her side as she whipped around, coming to a crouch with an arrow nocked to her bow. Several yards behind her was Legolas, also with his bow drawn.

"Ingannen le Orch." ("I thought you were an Orc.") Tauriel spoke in her native tongue.

"Cí Orch im, dangen le." ("If I were an Orc, you would be dead.") Legolas replied as they both lowered their bows.

"Tauriel, you cannot hunt thirty orcs on your own." Legolas said switching back to Common Tongue trying to reason with her.

"But I'm not on my own." Tauriel replied

Legolas smiled as he continued "You knew I would come."

Tauriel could only smile back at her friend's reply.

"The king is angry, Tauriel. For 600 years, my father has protected you, favored you. You defied his orders; you betrayed his trust." Legolas spoke trying to reason with her before switching back to their native tongue. "Dandolo na nin...e gohenatha." ("Come back with me...he will forgive you.")

"Ú-'ohenathon. Cí dadwenithon, ú-'ohenathon im." ("But I will not. If I go back, I will not forgive myself.") Tauriel replied remaining defiant before switching back to Common Tongue. "The king has never let orc-filth from our lands, yet he would let this orc-pack cross our borders and kill our prisoners."

"It is not our fight." Legolas said as he tried to reason with her though he knew in his heart that he somewhat understood but he didn't want to defy his father either.

"It is our fight. It will not end here. With every victory, this evil will grow. If your father has his way, we will do nothing. We will hide within our walls, live our lives away from the light, and let darkness descend. Even those who may not be a part of this world are offering to fight. Are we not part of this world too?" Tauriel asked her friend trying to make him see what she saw as she knew he agreed with her it's just a matter of getting him to admit it.

Tauriel paused as she looked at Legolas. "Tell me, mellon , when did we let evil become stronger than us?"

Legolas looked at her conflicted. He knew she was right but he didn't want to defy his father either.

* * *

Meanwhile Bard was running through Laketown. As he then ran into a shop, the storekeeper greeted him.

"Hello, Bard. What're you after?" the Storekeeper asked as Bard began to look through a pile of tapestries.

"There was a tapestry, an old one; where's it gone?" Bard asked the Storekeeper

"What tapestry you talking about?" the Storekeeper asked confused

"This one." Bard answered as he picked up a tapestry he was looking for and unrolled it on a table. It has the names of the members of the Line of Durin sewn into it. Overhearing the woman who saw the dwarves earlier speaking to some other townpeople not far away he listened in carefully.

"There were dwarves, I tell you. Appeared out of nowhere. Full beards, fierce eyes; I've never seen the like." the Woman spoke

"What are dwarves doing in these parts?" A Fisherman asked

"It's the prophecy." An Old man answered

"Prophecy?" The Fisherman asked

"The prophecy of Durin's folk." The Old Man answered again

Bard quickly traced through the lineage on the tapestry, finding the last entry, Thorin. He looked up, thinking deeply, talking to himself.

"The prophecy...prophecy." Bard began to mutter

The people of Laketown were now beginning to talk about the dwarves now as the word began to spread through to town.

"The old tales will come true." A Man spoke

"Vast halls of treasure!" A woman said excited

"Can it really be true? Has the lord of silver fountains returned?" Another Woman asked

This phrase jolted Bard's memory, as he then began to recite the prophecy to himself.

"The lord of silver fountains,

The king of carven stone,

The king beneath the mountain shall come into his own,

And the bells shall ring in gladness at the mountain king's return,

But all shall fail in sadness and the lake will shine and burn." Bard spoke as he ran quickly to his house; the setting sun causes the lake to glow orange as he recited the last line of the prophecy. Bard bursting into his house finds no dwarves remaining as his son came up to him.

"Da! I tried to stop them-" Bain began before being interrupted by Bard

"How long have they been gone!?" Bard asked alarmed.

Suddenly Tilda and Sigrid ran to their father feeling excited.

"Da! Mr. Jarvis has told us lots of stories." Tilda said with excitement.

"He told us one about a girl and three bears and a giant in a bean stock..." Sigrid began recounting the fairy tales he told them

"He drives a "car" they don't use horses to travel from where he, Miss Carter and Chief Sousa are from" Tilda added as Jarvis had also told them mostly about where they came from as they became awed at the stories of his and Peggy's adventures.

Bard however held up his hands silencing his children before they could go any further with their tales.

"Where have they gone?" Bard asked wondering of the whereabouts of the trio also being slightly alarmed at their absence.

"Jarvis said he was going out to the market but that he'd be back shortly." Sousa answered as he came out of his room before noticing the Dwarves gone as he asked "Where's Thorin and the others?"

"I was hoping you two would know. Where's Peggy?" Bard asked as he then noticed her coming of Sousa's room.

"What the bloody hell is going on here?" Peggy asked as the family looked at her and Sousa as she then quickly added realizing they had curious looks aimed at the two "I needed to sleep. Both of us did." She paused before noticing the Dwarves' absence before pinching the bridge of her nose in frustration. "We asked Mr. Jarvis to keep an eye on them once he got back. Where is that man?"

Suddenly Jarvis entered carrying various items feeling excited at what he was carrying.

"Oh you won't believe what I found while I was out. It turns out these markets weren't so bad after all..." Jarvis began before Peggy dragged him by the shoulder as she began to walk out the door.

"Wonderful you can tell me after the Dwarves haven't been potentially killed" Peggy said as she let go of Jarvis and ran out the door as he, Sousa, Bard and his family followed her.

* * *

It was now night at Laketown. The dwarves were sneaking through the town toward the armory, hiding from watchmen. They then hid behind a boat as two watchmen walked by.

"Shh! Keep it down." Dwalin whispered to the others.

"As soon as we have the weapons, we make straight for the mountain. Go, go, go!" Thorin said as he noticed that the watchmen had gone as he pointed to Nori, who got a running start, then runing up a pyramid of dwarves who have pressed themselves against the walls of the city armory. Eventually he manages to get high enough that he can reach a second floor window and dive through.

"Next." Thorin ordered as Bilbo came up next and did the same thing as Nori.

Meanwhile not far at the Master of Laketown's home, Alfrid standing on the balcony was speaking to the Master about the town's talk of the Prophecy which he spied on unbeknownst to many people.

"Prophecy? Who dragged up that old nonsense?" The Master asked skeptical of such old tales as he was writing at his desk.

"People, sire. They're gathering in the streets. They're saying that a king will return to the Lonely Mountain, and that the rivers will once more run with gold." Alfrid answered relaying what he heard.

"Rivers of gold? Poppycock." The Master said with disgust dismissing these claims of old tales that potentially could ruin his realm of order.

"As you say, sire. But people will believe what they want to believe. It's been a long time since they've seen any riches. The old tales offer them hope." Alfrid said relaying the people's words though he didn't believe in the idea of hope for the town himself but the idea of gold all for himself did sound promising even if it could be a myth.

Back down below several dwarves were in the armory, as they were collected the weapons stored there. Kili however wa struggling under a load of several different weapons he was holding as Thorin handed him another one.

"You all right?" Thorin asked his nephew

"I can manage. Let's just get out of here." Kili said obviously lying about his condition but still not wanting to slow everyone down.

Thorin looking at Kili for a moment not entirely buying his words, then laid another sword on the pile Kili was holding as Kili then began to walk down the stairs, but his wounded leg ultimately gave way as he fell with a cry as the weapons made a terrible clanging noise, the dwarves both inside and outside looking around warily. In the distance, the watchmen cry out, as running footsteps approached.

"Run!" Dori cried out as the dwarves that were still outside began to run, but were quickly stopped by two watchmen pointing pikes at them while Bilbo and the dwarves in the armory quickly grabbed more weapons, but several other guards pointed their pikes at them too. Braga, the captain of the guard, was now holding Kili with a dagger to his throat as Kili looked sadly and guiltily at Thorin.

Alfrid overhearing the commotion poked his head out of the door to the Master's mansion to see what was going on as he noticed the soldiers dragging the dwarves to the mansion, with multitudes of townspeople following behind.

"Get off of me!" Dwalin cried as the Guards dragged him along.

Lots of indistinct muttering and yelling was about amongst the town as Alfrid closed the door to go to get the master while Braga arranged all of the dwarves under guard in the town square before the doors of the mansion. As guards opened the doors of the mansion, the Master stormed out, still putting on his coat.

"What is the meaning of this?" the Master asked quite surprised by what was going on while also annoyed

"We caught 'em stealing weapons, sire." Braga answered

Ah. Enemies of the state, then." the Master said with a coy smile observing his intruders.

"This is a bunch of mercenaries if ever there was, sire." Alfrid said agreeing with him.

"Hold your tongue. You do not know to whom you speak. This is no common criminal; this is Thorin, son of Thrain, son of Thror!" Dwalin yelled feeling incredibly offended by the treatment they were suffering right now as gestured at Thorin, who stepped forward while the crowd murmured in amazement.

"We are the dwarves of Erebor." Thorin said revealing who they were as the crowd whispered in shock and recognition, as more people craned their heads to see better.

"We have come to reclaim our homeland. I remember this town and the great days of old. Fleets of boats lay at harbor, filled with silks and fine gems. This was no forsaken town on a lake! This was the center of all trade in the North." Thorin said speaking earnestly to the crowd with a diplomatic town worthy of a true king, as the people nodded in agreement.

In the crowd Bard, his family and the trio arrived as they hid behind everyone though they were able to witness this display as Peggy smiled at Thorin's attempts to be more diplomatic as they listened to him continue his speech.

"I would see those days return. I would relight the great forges of the dwarves and send wealth and riches flowing once more from the halls of Erebor!" Thorin yelled to the crowd as the people cheered and clapped at this now finally feeling hope for their city which they hadn't felt in years, while the Master looked on, calculating these events.

Feeling he had heard enough Bard's voice called out over the crowd, as he strode forward.

"Death! That is what you will bring upon us. Dragon-fire and ruin. If you awaken that beast, it will destroy us all." Bard said trying to remind the crowd of the terrors that befell them before as the people whispered anxiously at the fact he had appeared.

"You can listen to this naysayer, but I promise you this; If we succeed, all will share in the wealth of the mountain. You will have enough gold to rebuild Esgaroth ten times over!" Thorin yelled out to the people who shouted in excitement as they then applauded. The Master looked on, smiling and nodding at this turn of events.

Alfrid still not convinced decided to voice his suspicions "Why should we take you at your word, eh? We don't know nothing about you. Who here can vouch for your character?

Peggy looking at Sousa and Jarvis was about to voice her opinion but Bilbo, standing in the crowd, suddenly raised his hand interrupting her chance.

"Me. I'll vouch for him. Now, I have travelled far with these dwarves through great danger, and if Thorin Oakenshield gives his word, then he will keep it." Bilbo said smiling as Peggy smiled back at him as she then came out of the crowd with Sousa and Jarvis as everyone looked upon them with surprise recognizing them from when they entered with Bard.

"We'll also vouch for that. We're not from this town. Not even from this world." Peggy said stunning the crowd as she continued "But Thorin Oakenshield promised my friends and I that he would help us get back to our home and I intend to repay the favor. And if any of you have a issue with that then I'd say take it up with me now."

"I don't know sire this all sounds strange to me. There's no such things as other worlds beyond this one." Alfrid said as he looked upon Peggy feeling distrustful of her claims as she folded her arms and looked back at him.

"What about my ability to punch you in the face do you think that sounds strange or do you need a reminder?" Peggy asked as everyone chuckled while Alfrid stepped back feeling somewhat humiliated and intimidated.

"I highly doubt such a claim madam. No offense to all ladies present and you know my address but women do not fight in our fair city nor have I heard much of them fighting at all. So who are you to claim such things hmm?" The Master asked with amusement as Peggy gave him a glare.

"I am Agent Peggy Carter of the SSR. In the war I served in I specialized in training the man who would become my adoptive country's greatest champion. But he didn't do so for glory or power. He did it because it was the right thing to do. He told me that he "Didn't like bullies" which I imagine none of you do either. And when we lost him I vowed to continue do the same thing both in his memory and because I knew that too. Even I had to lie to others to prove myself first. While I wanted recognition I realized that in the end that didn't matter. I know my value now" Peggy said relaying her history deciding to forgo her usual response she gave in an attempt at the same kind of diplomacy Thorin was giving on behalf of her friends as she looked at Sousa and then to Jarvis "But these two men my superior Chief Sousa and Edwin Jarvis have stood by me and I them. And until then we can get home we are vowing to uphold our right to serve and help others. You have us your disposal. What will you have us do?"

The crowd all murmured as Sousa and Jarvis stood by Peggy who smiled that the town seemed to be on their side.

"All of you! Listen to me! You must listen! Have you forgotten what happened to Dale?!" Bard asked as the people suddenly began to quiet down and shake their heads sadly. Peggy, Sousa and Jarvis then looked at each other remembering the story Bard told them as they shook their heads sadly.

"Have you forgotten those who died in the firestorm?!" Bard asked the crowd.

The people shouted "No!" upon hearing this as Bard continued to relay his point.

"And for what purpose? The blind ambition of a mountain-king so riven by greed, he could not see beyond his own desire!" Bard yelled as he and Thorin stared at each other angrily, the crowd now getting louder. The trio looked at each other with worry over how things suddenly went south.

"Well this went south fast" Sousa whispered to Peggy and Jarvis as they nodded

"It's not over yet Chief Sousa. There might be a turnaround" Jarvis said with a hopeful tone.

Silencing the crowd the Master then stepped forth.

"Now, now, we must not, any of us, be too quick to lay blame. Let us not forget that it was Girion, Lord of Dale, your ancestor, who failed to kill the beast!" The Master said pointing accusingly at Bard with a hint of amusement in his voice, as the crowd then began to clamor. The trio looked at Bard in shock as Peggy realized her earlier skepticism was right and that there was a reason why he had taken it so personally and this was why. Bard then looked away feeling somewhat ashamed, Thorin also looking at him in shock and anger

"It's true, sire. We all know the story: arrow after arrow he shot, each one missing its mark." Alfrid said adding to the Master's point wasting no chance to discredit Bard further.

Bard looked around and then back to his family and the trio, Jarvis now standing near Bard's children to keep an eye on them while the crowd continued to yell angrily at him. He then strode forward, speaking to Thorin earnestly.

"You have no right, no right to enter that mountain!" Bard said trying to warn him of the danger.

"I have the only right." Thorin said giving him a glare that signified he wouldn't step down to anyone.

Thorin then turned to face the Master continuing the diplomatic approach he had begun earlier.

"I speak to the Master of the men of the Lake. Will you see the prophecy fulfilled? Will you share in the great wealth of our people?" Thorin asked as the Master looked at him pondering

The people quietly watched in anticipation. Peggy looked at Bard as she noticed his somewhat defeated face feeling somewhat pity for him as she agreed with Thorin and wanted to help like she said she would but also understood Bard's point as all he wanted to do was keep the town safe and that if something went wrong they would have to deal with that when the time comes. It's just a matter of how to deal with it was the question.

"What say you?" Thorin asked awaiting his answer.

The Master thinking for several seconds, then smiled as he pointed his finger at Thorin.

"I say unto you...welcome! Welcome and thrice welcome, King under the Mountain!" The Master yelled at the top of his lungs as he opened his arms in welcome, while the crowd erupted into cheers as Bard looked on silently.

"Well crisis averted" Jarvis said sighing in relief.

"Only because that oaf wants a cut of Thorin's gold no doubt. He doesn't care for these people." Peggy said with disgust as she looked over at the Master who was shaking Thorin's hand excitedly like a child on Christmas morning waiting to get to his/her presents.

"And if something does go wrong these people don't have much to defend themselves. How are they going to handle that if such a thing happens?" Sousa asked as Jarvis became worried while Peggy looked away.

Peggy then looked at Bard as she then looked back to Sousa "They'll have the Lord of Dale to guide them."

Thorin climbing up a few steps turned to face the audience holding out his arms and yelling in triumph to rally the crowd as the people hugged each other in excitement and joy at the idea of their city being potentially saved thanks to this wealth. Thorin then changed his tune as he and Bard then stared at each other as Peggy then looked at them with her arms folded, and then her friends as Jarvis noticed she was feeling off.

"Are you alright Miss Carter?" Jarvis asked her as she looked at him and responded.

"I'm fine Mr. Jarvis. We seem to be on the home stretch as they say to our next adventure. Let's hope we make it there alive without any further complications." Peggy said looking at the two would be rulers who looked like they were about to fight one another. As long as anything else didn't go wrong things would be alright. And she hoped she hadn't jinxed things by thinking that.

* * *

 **Author's Note: So yeah that's finally done now. Sorry it took awhile but I needed some time off but now I'm back to it. In regards to some of the stuff brought up in this chapter I decided to have Jarvis bond with Bard's kids because while he said that he and Ana were over the idea of not having children in Agent Carter Season 2 I still felt such a thing would eat away at him it's just when would be a matter a question so I wanted it to be present here. Maybe it's through these experiences he is molded into becoming the loyal protector and father figure to a certain future billionaire playboy philanthropist you'll just have to find out.**

 **I know the Gandalf and "Dell Rusk" stuff wasn't in this chapter despite being introduced last chapter but it'll be back soon. Trying to divide between various characters is tough and I hope I'm making most of the stories work.**

 **In regards to some of the other references usually I try to keep them in line with the timeline of events that this takes place after which is in the 40s decade so not everything you think could exist didn't exist yet (I often have to remind myself VHS wasn't a big thing yet in that time period). But I couldn't help but reference that other franchise that Spider-Man called "old" which as a fan of that franchise I wouldn't do but being the same age as Tom Holland do people my age think of it like that who aren't as big fans? While I was on Team Cap I agreed with Tony and Rhodey in that moment.**

 **Anyway of course there was also the cameos both the one from the film and the one I added which I don't think I need to explain.**

 **Anyway I can't think of much else at the moment (although knowing me I probably have forgotten something and will remember it later after this is posted) but I hope you enjoyed and are looking forward to more. This is your friend Steve993 and I'll see you next time.**


	14. Secrets Revealed

**Author's Note: Here's the next chapter. Been awhile I know but certain things going on prevented me from working on this for awhile so I had to do so whenever I found time. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

It was now night time in Lake-Town as everyone in town was gathered in a large house celebrating the Company before they departed tomorrow morning. For Sousa it felt like the many parties he had gone to both during the war not knowing whether or not they'd come back alive. Sousa wondered would the Dwarves get a coming home party in the same way as the possible feeling of someone not coming back crept up in his mind. Sousa lost in his thoughts was interrupted as Jarvis came over to him. Both were now wearing clothes similar to Bard's to replace their dirtied suits.

"So how are you enjoying the festivities Chief Sousa?" Jarvis asked

"Well the Master is a dick but he sure knows how to throw a going away party" Sousa said as he drank from his mug.

"Yes. In a way I don't feel I earn this luxury as I am not going to the Lonely Mountain I'm afraid." Jarvis said feeling saddened.

"You're not going either?" Sousa asked surprised.

"Why are you not going?" Jarvis asked equally as surprised.

"I've talked about it with Thorin and he feels I'd be better off staying here for now. I'd only slow down the team with this." Sousa said as he moved his crutch around. "As much as I would have liked to have gone realistically speaking he's sort of right. Besides if things go wrong the people are going to need someone to help them get out of here."

"Well I guess you're right. I also am going to stay and protect people. I hope Ms. Carter will understand." Jarvis said feeling a disappointed in leaving Peggy go with the Company without them.

"Peggy will understand." Sousa said as he continued to drink from his mug.

Dori, Nori, Bofur and Dwalin suddenly came over to them mugs in hand.

"Stop standing around lads! This is a celebration of feast and song! Come with us!" Bofur yelled uproariously

"I'm sorry Master Dwarf but I'm afraid I will have to decline." Jarvis said turning him down.

"So where is Peggy?" Dori asked noticing her absence.

"She's arriving with Bard." Sousa said answering his question.

"He is coming here? After what happened it was my belief he would not want to show his face here again?" Dwalin asked somewhat surprised.

"He's a citizen of Dale. People are forced to come to these celebrations whether they wish to or not." Thorin said as he walked over trying to bring his kin back to his table.

Suddenly the loud noises and talk of the crowd seemed to silence as everyone looked over at Peggy who had entered the room with Bard following behind her. She was dressed in a purple dress with a flower pattern on both the front and the long sleeves. Her hair was tied up in a pony tail as it was now resting on her left side along with a purple flower put in her hair. She was wearing a beautiful ring embedded with sapphires. Peggy became somewhat nervous as she remembered the last time this amount of attention was focused on her was when she entered the bar where Steve was first forming the Howling Commandos. That memory still gave her smiles regardless of how things turned out. She smiled as she looked over at the various Dwarves who were somewhat mesmerized by her even Thorin. She then stepped up to Sousa and Jarvis as Bard followed behind her.

"Ms. Carter you look stunning." Jarvis said somewhat taken aback by her appearance but still happy to see her.

"Thank you Mr. Jarvis." Peggy said

"How could you afford such silk?" Thorin asked Bard skeptical as he examined the dress.

"And such sapphires?" Dwalin asked adding to Thorin's point.

"I know an Elf craftsman who I've done a few favors for. It was my first gift to my wife Sigried after we were married. I paid many coins but the smile on her face when she saw it was priceless." Bard said smiling at the memory but feeling somewhat saddened.

"You named one of your daughters after your wife?" Jarvis asked

"Yes. She is like her in many ways." Bard answered.

"Peg can Jarvis and I talk to you for a sec?" Sousa asked

"Alright" Peggy replied as she, Sousa and Jarvis walked over to a table and sat down as Sousa went over and then grabbed a mug for Peggy which she took from him.

Peggy listened as Sousa and Jarvis explained their stories of why they wouldn't be going to the Lonely Mountain. While she was initially upset at first as she listened to what they said she eventually began to understand their reasons and agreed with them. The town would need to be protected if things with Smaug went south. She knew the Master wouldn't care and Bard was still feeling reluctant to step up over what had happened. In a way she was reminded of Steve and what she said to him before he went to go rescue Bucky and the Howling Commandos. Both Bard and he were meant for more then what history had wanted from them. Hopefully he would realize this sooner rather then later. She also felt sympathy for Jarvis over how he wanted to stay and help look after Bard's children. While he told her that he and Ana had gotten over their inability to have children she had the feeling he truly wasn't over it.

"So are you alright Ms. Carter?" Jarvis asked concerned wondering how she was taking this in.

"I respect your decisions. Just do me a favor." Peggy said as the two looked at her.

"What might that be Ms. Carter?" Jarvis asked

"Don't die before we come back having saved the Lonely Mountain." Peggy said

"We won't as long as you won't." Sousa said

"Well danger is part of my name but I'll try and do my best." Peggy said smiling understanding what Sousa meant.

The trio then sat in silence for what felt like an eternity. Throughout this journey the trio had never been separated. While each knew they could look after themselves there was still a possibility of death. As Sousa reminded himself earlier this felt like a going away party chances are if there was a celebration of their return not all of them may make it back alive.

"So if when we all make it back say we meet back for a couple of drinks?" Sousa asked to lighten the mood.

"I would be honored to Chief Sousa." Jarvis said smiling

"As would I Daniel." Peggy said agreeing with him.

The three raised their mugs and clinked them together as they then drank. Jarvis then excused himself as he walked away to where Bard was sitting alone. Realizing they were now alone the remaining duo sat together somewhat awkwardly before Sousa broke the ice.

"When you signed up for enlistment did you ever think it would be this weird?" Sousa asked

"No. It wasn't exactly my choice to enlist though. I started out as a codebreaker and that's all I thought I would be for awhile until a change happened in my life." Peggy said somewhat timid as she slowly began to break the truth of herself to Sousa.

"What kind of change?" Sousa asked

Before she could continue further, Peggy overheard the music stop as she heard people preparing a song that would require them to dance together if they so wished. Many couples found themselves getting together in a waltz as Peggy found herself asking a question that she hadn't been the first to ask before. When it came to dancing she had been asked by Steve and danced with Jason after he asked her. Somewhere Steve was probably looking at this ironically. When he met her he was a shy timid guy from Brooklyn who was still a little bit confident in his own way because he never gave up but it's what she admired about him. While she had toughened herself up over the years she only started to truly feel like she could be herself when she met him. Now she was like him when he met her standing in front of someone who she cared for unsure how to go about something she wasn't an expert in.

"Would you like to dance?" Peggy asked a little nervously

"I'd be delighted." Sousa said as he put his crutch down and got up and held out his hand to hers as she grabbed it and the two began to dance in a waltz.

"Are you alright?" Sousa asked

"Yes. It's just. I wouldn't want to step on your toes." Peggy said as she looked at his feet and then at his face as she chuckled and smiled, Sousa smiling back at her.

"You look great tonight by the way." Sousa said

"You too" Peggy answered

Not too far away Jarvis was watching the happy couple. He was glad the two had finally embraced their relationship and a part of him hoped that they will have many happy years together.

"They look to be a happy couple. How long have they been married?" Bard asked as Jarvis looked at him somewhat surprised.

"Oh no Ms. Carter and Chief Sousa are not married. Yet. They might be. In the future. I shall get back to you on an invitation." Jarvis said stumbling through his words.

"This is the song of the town. Much like Agent Carter and Chief Sousa are right now my wife and I danced to this song the first time I went out with her. We knew from then we were in love." Bard said smiling at the happy memory as he then turned to Jarvis. "So how did you meet your wife? How did you meet Ana?"

Jarvis smiled as he thought back to his beloved wife back home. While their lives weren't exactly perfect do to where Ana was when they first met and what had befallen them recently he still loved her no matter what and nothing would ever change that. "It was just before the Second World War. A terrible conflict that thankfully is now over back where I, Chief Sousa and Ms. Carter are from. I was working as a general's aide across the country in Europe. One day I arrived in a hotel tailor shop and I became entranced by this lovely girl. She had this bright smile beautiful red hair. She sold me this equally beautiful tie I was buying. I thought that would be the last I would see of her. But it wasn't and I am forever grateful for that."

"She sounds like a charming woman. One you would do anything for?" Bard asked

"Yes. Even forge documents so that she could be saved." Jarvis said as Bard looked him confused. "People with Ana's beliefs were persecuted, captured, tortured and eventually killed during the war. I fought valiantly to make sure she could be saved and thankfully she was."

"You are a brave man Mr. Jarvis. And no doubt an even greater friend to those who care for you. Your family and friends are lucky to have you." Bard said feeling glad that there was a sense of honor in these new visitors.

"Yes family." Jarvis said somewhat saddened as he looked down and then up again the dancing couple. "I must go."

Jarvis got up and walked away as Bard looked at him somewhat confused. While he couldn't figure out what something was off whenever the subject of family was brought up to Jarvis. The poor man seemed to carry a heavy burden one Bard felt like he could relate to in trying to protect his own family. How can he protect his family when none of the town is listening to him about the Dwarves and what they will bring though? Bard gazed at the couple as they leaned in to kiss each other. He had to trust Peggy. Agent Carter would not allow something like this to happen and if it did she would no doubt own up to that fact and try to help rebuild the town. Hopefully things would never come to that point.

Unaware that they were being watched Peggy and Sousa finished their dance and were about to kiss before the sound of Bofur falling over under a table and the loud uproarious laughter of the Dwarves echoed throughout the room, distracting them.

"He's going to feel that one in the morning." Sousa said as he looked over.

"Well as long as he doesn't miss the boat things will be fine." Peggy said as she pulled Sousa's face over and kissed him.

* * *

The following morning in Laketown felt very much like a goodbye when sailing on a yacht. The people were all crowded along the sides of the main channel while a boat was loaded with supplies for the dwarves to take to the mountain.

"You do know we're one short; where's Bofur?" Bilbo asked

"If he's not here, we leave him behind." Thorin said somewhat reluctantly.

"We have to, if we're to find the door before nightfall. We can risk no more delays." Balin said agreeing with Throin's reason.

Bilbo looked over as he saw Peggy saying goodbye to Sousa and Jarvis.

"Well I guess this is goodbye for now. Take care of yourselves gentleman." Peggy said as she looked at her two friends.

Sousa kissed Peggy as she then returned it. They then broke away from one another.

"If you encounter Smaug. Give him one for us would ya?" Sousa asked

"I guarantee I will." Peggy said as she smiled at him as she then turned to Jarvis.

"Ms. Carter..." Jarvis began as he was about to hug her but Peggy interrupted him and stuck out her hand for him to shake "Oh right yes no hugging." Jarvis said as he then took her hand and shuck it.

"Take care of yourself Mr. Jarvis." Peggy said

"You too Ms. Carter." Jarvis replied.

Peggy then walked away from her friends up to the remaining members of the Company as Bilbo looked back confused.

"They're not coming with us?" Bilbo asked confused.

"They have their own path to follow just as we do ours." Peggy said as she walked up to the boat with Bilbo following closely behind as he waved to the duo as they waved back to him.

With everything in place the remaining members of the company then marched along the pier as the dwarves began to board the boat. They were now fully decked out in armor and regal clothing. Thorin noticing Kili however stopped him before he can get into the boat.

"Not you. We must travel with speed, you will slow us down." Thorin said again feeling reluctant that he had to leave him behind.

Kili smiled at this thinking Thorin was joking. "What are you talking about? I'm coming with you."

"No." Thorin said repeating his order with a more final tone.

Fili, already in the boat, turned and looked at Thorin and Kili.

"I'm going to be there when that door is opened, when we first look upon the halls of our fathers, Thorin." Kili said trying to reason with his uncle

"Kili, stay here. Rest. Join us when you're healed." Thorin ordered again making his point clear and final.

Thorin laid his hand on Kili's shoulder and smiled at him, while Kili felt shocked and betrayed. Thorin then turned to board the boat to the boat while Kili turned away as Oin then got out of the boat.

"I'll stay with the lad. My duty lies with the wounded." Oin said reassuringly

"Uncle, we grew up on tales of the mountain. Tales you told us. You can't take that away from him!" Fili cried out feeling saddened that their Uncle would do this to them even though they are so close to the Mountain.

On the shore, Oin was examining Kili, who was trying to pull away from himself away from Oin.

"Fili." Thorin began

"I will carry him, if I must!" Fili cried out as tears began to form.

"One day you will be king, and you will understand. I cannot risk the fate of this quest for the sake of one dwarf, not even my own kin." Thorin said reluctantly as he tried to make his nephew see logical reason.

Fili looked at Kili as he then stepped out of the boat with Thorin trying to stop him.

"Fili, don't be a fool. You belong with the Company." Thorin called out

"I belong with my brother." Fili replied as he pulled away from Thorin as he then went to join Kili and Oin. Peggy got out of the boat for a moment as she then walked over to the three Dwarves and looked down upon Kili. He then looked up at Peggy who smiled down on him sympathetically.

"You remember of the man I told you about? The one who couldn't fight because he was ill but was determined to help?" Peggy asked as Kili nodded.

"What I wouldn't give for whatever that super soldier thing was. Then I wouldn't feel so useless." Kili said bitterly as Peggy moved closer to him and held his chin up.

"Sometimes the real heroes are the ones who stay and protect their friends no matter the cost. If you can't be a soldier Kili then be like Steve and be a good man." Peggy said remembering the words of Erskine that Steve told her about not long after Erskine's death.

Kili smiled at these words now feeling a bit of pride return as Peggy then returned to the boat.

The musicians of Laketown played their instruments as the Master climbed up to a raised platform. He then gave a wave, as the people cheered and clapped.

"Not even King George would were something like that" Peggy thought to herself as she observed the Master's outfit.

Further away in a house in the town, a sleeping Bofur suddenly was being woken up by the sound of the music still asleep from under the table he fell under the night before. He then jolted upright, smacking his head on the bottom of the table.

"By my beard, is that the time? Oh, ugh." Bofur said groaning as he scrambled up unsteadily and ran out the door, grabbing a glass of drink on his way. Bofur ran as fast as he can toward the crowd, ignoring the Master's address to the people.

"Go now and bring good fortune to all!" The Master yelled as he smiled and waved to the dwarves in the boat as they then pulled into the canal and began to paddle away. Kili looked on miserably from the dock his sickness becoming worse and worse as the dwarves in the boat smiled, waved, and bowed at the cheering people.

"Goodbye!" Dori called out

Bofur pushed his way through the townspeople and finally reached the water, only to find the boat of dwarves far off down the canal. He then turned to his side finding Kili, Fili, and Oin as well as Jarvis and Sousa.

"Ah! So you missed the boat as well?" Bofur asked in a confused happy mood not understanding why they weren't going.

"Not exactly Master Dwarf.

Suddenly, Kili moaned in pain and began to fall over, Fili managing to catch him.

"Kili? Kili!" Fili asked alarmed and concerned.

Oin quickly began to try examining him, Jarvis bending down also to help out.

With their goodbye to the Dwarves done the Master and Alfrid began walking back to the Masters home surrounding themselves with guards who walked in front of them, pushing townsfolk out of the way unsympathetically.

"Masterfully handled, sire. Your popularity has never been so high. The entire town twittering your name." Alfrid said complimenting the Master in how easily they fooled the town.

"Yes, it was rather clever. Either our little friends return triumphant, in which case I stand to make a pretty penny. Or old Smaug dines on dwarf for a day or two. The important thing is they're off our hands. Not to mention those outsiders that Bard brought in are gone too." The Master said feeling proud of himself.

"Do they really expect us to believe such rubbish stories of coming from another world?" Alfrid asked as he remembered the trio in annoyance.

"Quite right. What was that girl's name? Maggie? Betty?" The Master asked trying to remember Peggy's name.

"Betty Carver I think it was sire" Alfrid answered not realizing he had gotten the name wrong as well as the fact that "Betty Carver" was Peggy's damsel in distress equivalent from the Captain America radio show Peggy wasn't very fond of. Such a mistake probably would have gotten him a punch in the face.

Just as the Master and Alfried were about the enter the Master's home, they were quickly stopped by Fili.

"Please, wait! Please! We need your help, my brother is sick!" Fili asked pleading to them.

"Sick? is it infectious? Get back! Alfrid, don't let them come any closer!" The Master cried as he put a handkerchief up to his face, shooing them away.

"Please, we need medicine." Oin asked trying to make them understand their plight.

"Do I look like an apothecary? Haven't we given you enough? The Master's a busy man. He hasn't got time to worry about sick dwarves. Be gone. Will you go on? Clear off!" Alfirid said remaining unsympathetic.

"You do have no sympathy do you sir?" Jarvis asked appalled as Alfrid looked at Jarvis and Sousa confused as to why they were still here.

"Shouldn't you two be out of here?" Alfrid asked annoyed that the two could potentially still cause disruption for them.

"We elected to stay behind in case your people needed help." Sousa answered.

"We didn't ask for your help Mr. Peg Leg." Alfrid replied.

"We're not asking for your permission. We're volunteering ourselves. You can try and stop us but we won't be afraid to go down easily." Sousa said as he then walked away with, Jarvis, Oin, Bofur and Fili who was carrying Kili.

Alfrid glared at the leaving visitors as he and the Master returned to reentering the Masters home. "What this town needs, Alfrid, is a good purge. Starting with a certain troublemaker who saw fit to question my authority." The Master said making a decision.

"A certain bargeman sire?" Alfrid asked even though he knew the answer already.

"Precisely." The Master answered.

* * *

Hearing a knock Bard opened his door to find Jarvis, Sousa, Bofur, Fili, Kili, and Oin on his doorstep.

"No. I'm done with dwarves. Go away." Bard said as tried to slam the door shut, Bofur stopping it with his foot.

"No, no, no! No one will help us; Kili's sick. He's very sick." Bofur said pleading with him.

"Come on Bard. Have a heart" Sousa said twisting the words Bard previously used on Alfrid against him.

Bard noting the irony of Sousa's words looked over as Kili who was now looking extremely sick being supported by Oin and Fili as he then began to hesitate.

* * *

Meanwhile, Bilbo and the rest of the Company were in their boat, heading across the lake toward the Lonely Mountain. While the other dwarves were rowing, Thorin was standing at the bow of the boat, facing ahead. Now they werere all decked out in regal clothes and armor from Laketown. Bilbo looked over at Peggy inspecting the armor she was wearing.

"What's wrong Bilbo?" Peggy asked

"Nothing. It's just. I've never seen a lady decked for war before." Bilbo said somewhat giving a smile.

"It's not the first uniform I've worn and this won't be my first battle either." Peggy said as she began fiddling with certain pieces.

"Your army must have been lucky to have you my lady." Balin said as he put his shoulder on Peggy's.

"It wasn't that way in the beginning but by the end they were lucky to have had everyone who volunteered." Peggy answered as she then walked over to Bilbo who was looking into the water.

"Well there's no turning back now. Are you ready to follow Agent Carter into the jaws of death?" Peggy asked remembering that she overheard Steve ask Barnes the same thing the night she met them in the bar when he first began recruiting the Howling Commandos.

"No. I'm following the little girl who had a thirst for adventure that her big brother inspired her to continue pursuing. It's how I got into this mess in the first place. But I wouldn't have it any other way." Bilbo said smiling as she smiled back at him as they looked out into the water, Thorin overhearing their conversation as he continued to look out.

Time passed as they eventually arrived at their destination. They then began to climb the foothills of the mountain. Bilbo stopped for a moment to observe and summed up the feeling of their current situation.

 **"** So quiet." Bilbo commented feeling the calm air brush against him.

"Wasn't always like this. Once, these slopes were lined with woodlands. The trees were filled with birdsong." Balin commented pointing out the landscape.

"Before everything was ravaged by war. I've seen it countless times sadly." Peggy said remembering similar situations of various places she, Steve and the Howling Commandos raided during the war when trying to find Hydra forces that decimated those areas.

"Relax Master Baggins, Agent Carter. We have food, we have tools and we're making good time." Thorin said as he quickly stopped, recognizing the landscape they were on as he then ran atop an embankment overlooking a valley. Peggy, Bilbo and the other dwarves quickly ran to join him, looking at the other end of the valley and seeing the ruins of Dale. Peggy was about to ask what they were looking at even though she had a idea of what it was but Bilbo beat her to it.

"What is this place?" Bilbo asked

"It was once the city of Dale. Now it is a ruin. The desolation of Smaug." Balin answered with sadness over what had become of the great city.

"In other words a place for Smaug to snug up to his gold and not have to face the consequences of his atrocities. I wish I hadn't seen that before too but I have. Let's just hope we can get there without him having caught onto us." Peggy said feeling determined now more then ever.

"Agreed. The sun will soon reach midday; let's find the hidden door into the mountain before it sets. This way!" Thorin ordered signaling the others to follow him.

"Wait...is this the overlook? Gandalf said to meet him here. On no account were we-" Bilbo began before Thorin interrupted him abruptly.

"Do you see him? We have no time to wait upon the wizard. We're on our own." Thorin said as he turned and walked away "Come."

The other dwarves followed him while Bilbo looked back at the city, conflicted. Peggy then bent down to him putting her hands on his shoulders.

"I would have wanted to wait for Gandalf too. But there's only so much waiting we can do. You said you were willing to follow me into the jaws of potential death?" Peggy asked as Bilbo nodded in understanding. "Whatever happens. Stay with me."

Peggy and Bilbo then quickly began to walk away as they headed to catch up with the Company.

* * *

Meanwhile in Dol Guldur Gandalf was continuing his walk, Dell Rusk walking ahead of him. It seemed abandoned; even the rocks looking weathered and broken. Still, there is an air of menace about the place. There are many pieces of sharp metal forged to look like vines of thorns.

"How much further to our destination?" Gandalf asked his mysterious guide

"Patience Master Wizard. The answers you seek are not in front of you. But beyond you." Dell Rusk answered

"Perhaps you are right." Gandalf said as he walked into a large open area and began to recite a spell, Dell Rusk stepping away slightly but watching with keen interest.

"Cé ná ulco sís nurtaina…I ettuluvas caninye! Cánin i sá tanuvaxe!" ("The evil that is hidden here...I command it come forth! I command it reveal itself!") Gandalf proclaimed he strook his staff on the ground. From the jewel at the top of the staff, an orb of light/energy emanated and moved like a shockwave away, passing through all the matter around Gandalf and Dell Rusk who hobbled a bit on his cane but was taken aback by the sheer display of power as he gave a smirk under his hood that Gandalf didn't notice. This seems to have been a spell that revealed a hidden evil though it seemingly didn't reveal nothing yet. Dell Rusk signaled Gandalf to follow him.

"Come walk this way." Dell Rusk said as he walked up ahead Gandalf who still cautiously followed his guide. "You worry about your friends. You worry this place may contain an evil that will hurt them. They cannot be harmed by things that they do not know. Worry not for them wizard."

"It is not this place I am worried that will hurt them. I am worried by what they are about to enter themselves." Gandalf replied with a grave tone trying not to alert too much attention in case people were observing them while still not trusting his guide.

As the two's words echoed Azog listened to them.

"Zidgu." ("The Wizard has come.") Azog spoke to his followers

"Obtoragish gulum-nu. Gimyashim!" ("He is lifting the spell. He will find us!)" An Orc cried out in alarm.

"Hurnash." ("Yes…he will.") Azog answered

Many Orcs gathered with Azog as they awaited further orders.

"He is leading him to us. The Red Commander may prove his place yet." Azog said speaking of Dell Rusk further hinting he is not who he seemed to be.

As Gandalf and Dell Rusk continued their walk another unknown person began to observe them, holding a dagger and hiding behind a corner wall.

* * *

Back with the Company Thorin stood his sword in the ground and panted trying to catch his breath after endless searching. He then called up to the other dwarves, who were all scouring the sides of the Mountain, trying to find the secret entrance.

"Anything?" Thorin called out

"Nothing!" Dwalin hollered back.

"If the map is true, the hidden door lies directly above us." Thorin said with determination.

"If the door is invisible then the answer won't be directly in front of us. Wherever it is we might have too look beyond what we see on a surface level." Peggy said feeling a little philosophical. Maybe Gandalf was rubbing off on her too much.

Bilbo, walking around, as if to demonstrate Peggy's point suddenly noticed a massive statue of a dwarf carved into the side of the mountain. Looking closely at it reveals a set of stairs built into the statue.

"Up here!" Bilbo yelled pointing at the statue.

"You have keen eyes, Master Baggins." Thorin said complimenting him as he then looked at Peggy realizing it was her words that inspired this in Bilbo "And you have a keen mind Agent Carter."

With their target found they all painstakingly made their way up the steep and treacherous steps, finding a little rock-walled clearing in the side of the mountain.

"This must be it. The hidden door." Thorin said running to the clearing as the remaining dwarves, Peggy and Bilbo came into the clearing as well.

"Let all those who doubted us rue this day!" Thorin yelled triumphantly holding up his key, the others cheering.

"Right. We have our key, which means that somewhere, there is a keyhole." Dwalin commented as he began to explore the walls of the clearing with his fingers, looking for a keyhole. Thorin walked to the edge of the clearing, looking out at the setting sun.

"The last light of Durin's Day will shine upon the keyhole." Thorin said relaying the prophecy.

"Where there's a riddle there's an answer. Question is trying to find it. You have any ideas Bilbo?" Peggy asked as Bilbo shook his head.

"I'm not much into riddles I'm afraid." Bilbo said obviously lying. While he trusted Peggy telling her of what he went through with Gollum and the Ring would not be a good thing to do if he wanted to keep the Ring. But why did he want to keep it? It's just a Ring after all. Wasn't it? Something about it made him not want to inform anyone of it so he could have it as his own.

Thorin not paying much attention kept looking at the wall and tries to figure out what the light hitting the wall meant. As the sun became lower and lower on the horizon and nothing seemed to be changing on the wal as Thorin suddenly began to get frantic.

"Nori." Thorin called out

Nori, being a known thief, ran to the wall and began to tap it in different places with a spoon while holding his ear to a cup held against the wall. Meanwhile, Dwalin strained as he began to push against the wall. The sun all the while getting lower.

"We're losing the light." Thorin commented with a sense of urgency.

"Come on!" Dwalin yelled as he began kicking at the wall.

"Be quiet! I can't hear when you're thumping." Nori yelled back.

"I can't find it...it's not here! It's not here." Dwalin said feeling defeated.

"Well kicking and hurting your foot definitely won't bring it out faster." Peggy said as she moved her hands around the wall trying to feel some kind of pattern possibly emerge.

With the sun becoming closer to disappearing, Thorin frantically gestured to the other dwarves to do something drastic.

"Break it down!" Thorin ordered

"What?!" Peggy yelled back.

Dwalin, Gloin, and Bifur heading the order smashed at the wall with their weapons, to no avail.

"Come on!" Thorin ordered trying to push them further.

"I think the first thing Smaug will hear and notice is probably the door being broken. And if not that your yelling and screaming." Peggy called back trying to stop them from attacking the door.

"She's right. It's no good! The door's sealed. It can't be opened by force. Powerful magic on it." Balin commented agreeing with Peggy while at the same time feeling defeated.

The dwarves hitting the door dropped their weapons in tiredness and disapointedness. The sun then disappeared behind distant mountains.

"No!" Thorin yelled out in disbelief as he stumbled forward, re-examining the old map and then reading it aloud. "The last light of Durin's Day will shine upon the keyhole. That's what it says."

Thorin could only hold his arms open in disbelief as the other dwarves began to mutter in disappointment and anger.

"We could have been played." Peggy commented trying to reason their situation even if she didn't want to believe it.

"No it couldn't. But if someone played this as a practical joke then it was a joke on all of our kind." Dwalin commented with bitterness.

"What did we miss?" Thorin asked as he walked up to Balin, repeating his question, earnestly and tearfully. "What did we miss, Balin?"

"We've lost the light. There's no more to be done. We had but one chance." Balin replied with a sense of disappointment.

The dwarves bowed their heads in despair and began to turn back toward the stairs.

"Come away; it's...it's over." Balin said signaling the others to follow them.

"Wait a minute!" Bilbo called out in disbelief at what he was saying.

"You wait." Gloin replied bitterly.

"Where are they going? You can't give up now!" Bilbo yelled back to them as he looked beseechingly at Thorin, who turned away. Holding up his key he looked at it, then dropping it to the ground, where it clattered.

"Thorin...you can't give up now." Bilbo said trying to appeal to him.

Thorin not listening threw the map at Bilbo's chest walking past him. The dwarves then began to descend down the stairs, while Bilbo stayed in the clearing. Peggy observing all this with a sense of disappointment but determination ran past Bilbo and called out to the leaving Dwarves.

"So this it then? All this for nothing?! All that talk of wanting to bring back your homeland? What happened to that?" Peggy asked her voice breaking. "I came to follow the Dwarves of Erebor into their home and help them take it back. I will see that fulfilled."

Peggy walked down the stairs as she stood face to face with Thorin.

"You've done your duty Agent Carter. You got us to the Mountain. But we failed in securing our home. But there is still time for you to get back to yours." Thorin commented with a sense of regret.

"I can't go home knowing others don't have one to go back too." Peggy commented.

"And I cannot leave this place without feeling all the things you said. All my words unfulfilled. No welcome home for the Mountain King. I am no King." Thorin said as he began to cry a little. "How do you go on living with your mistakes and the faith of your kin that rest upon your shoulders?"

"It's not easy. We rather have mucked things up back home. But nothing truly is perfect and we as people are far from perfect. If there's one thing I learned especially from recent times. It's this. Compromise where you can. Where you can't, don't. Even if everyone is telling you that something wrong is something right. Even if the whole world is telling you to move, it is your duty to plant yourself like a tree, look them in the eye, and say 'No, you move'." Peggy said as she put her hand on Thorin's shoulder signifying their respect has grown for one another since their first encounter.

"I am sorry to have ever doubted you when we first met." Thorin said with a smile.

"And I'm sorry for that punch in the face." Peggy replied.

"You leave quite a mark" Thorin commented gesturing to a scar still present from when Peggy hit him after mistaking him for Kruger.

"So I've been told. When I left a man with a broken nose one time from that moment on he knew never to call me 'Queen Victoria' ever again." Peggy commented remembering back to Gilmore Hodge who she punched in the face "He became a doctor after the war. He still shivers a bit when he sees me."

Peggy noted Thorin chuckling at this. It was probably the second or third time she heard him laugh throughout this journey at something she said. "I don't mean to change your mind. But you can still enter." Peggy said pleading with him.

"But I will not enter as a king." Thorin commented.

"How about we start with the good son your father wanted you to be and then work our way to King?" Peggy asked with a genuine smile.

Thorin looked back at her before he continued his way down the stairs following the other Dwarves leaving Peggy standing there alone.

She then looked back at Bilbo who was reciting the riddle from the map to himself while gesturing with his hands.

"Stand by the grey stone..." Bilbo said as he went stood by the grey wall. "When the thrush knocks..."

Looking around he doesn't see a thrush anywhere. "The setting sun...and the last light of Durin's Day will shine. Hmm. The last light. Last light…" Bilbo said finishing the riddle. He then turned away from the wall, he began to think hard and mutter to himself.

"Perhaps it wasn't the sunlight we were meant to be looking for." Peggy said as she began to think over the riddle.

With that thought planted in his head, Bilbo looked up and noticed the clouds moving aside to reveal the moon. He looked at it wonderingly seeing that it was illuminating the clearing. Hearing a noise, Peggy turned back and saw a thrush hitting a snail against the grey wall.

"Bilbo!" Peggy said as he looked back and saw the moonlight hitting the wall.

As the thrush flew way, Bilbo and Peggy both laughed with relief and delight as Bilbo pointed at the wall.

"The last light!" Bilbo cried with happiness.

"It wasn't the sunlight it was the moonlight. How could we have been so blind?" Peggy asked looking at it.

"What does it matter we found it. We have to call them back." Bilbo said feeling a sense of happiness.

The moonlight suddenly began to illuminate a keyhole in the rock, as both Bilbo and Peggy gasped. Both of them then began to yell for the dwarves, who have already gone, to hear. Bilbo peered over the edge of the clearing at the stairs, seeing no sign of the dwarves.

"The keyhole! Come back! Come back! It's the light of the moon, the last moon of autumn! Ha ha ha!" Bilbo cried out as he then began looking around on the ground.

"What's wrong?" Peggy asked as she turned away from the stairs and looked at Bilbo searching the floor.

"Where's the- Where's the key? Where's the- it was here…but it was here, it was here! It was just…" Bilbo said looking frantically around on the ground in the clearing for the key. Suddenly, his foot hit it sending it flying from the clearing. Just before it could fall off the side of the mountain, a boot stepped on the string and stopped it. Bilbo sighed in relief as he looked over and sees it was Thorin who stopped it. Thorin slowly reached down and picked up the key, examining it. The other dwarves then stepped up beside him as they all smiled in relief at Bilbo and Peggy.

"Go on your majesty." Peggy said as she gestured to Thorin to step forward.

"Not just as a king. But a good son. One my father would be proud of." Thorin said remembering her words as inserted the key into the keyhole and turned it; Everyone looked as they began to hear mechanisms turning behind the rock. Thorin then pushed the wall, revealing a previously unseen door that opens into the mountain, the seams of the door being completely invisible earlier. The door opened into a tunnel going into the mountain, the dwarves look on it awe as Thorin stood back on the threshold.

"Erebor." Thorin breathed with awe

"Thorin…" Balin said as he began to choke up, Thorin putting a hand on his shoulder.

"I know these walls…these walls, this stone. You remember it, Balin. Chambers filled with golden light." Thorin asked as he stepped into the mountain

Thorin running his hands over the walls, suddenly became lost in memory as Balin stepped into the tunnel.

"I remember." Balin replied.

The rest of the Company slowly and reverently entered the mountain.

"Well I can certainly say this gives Buckingham Palace a run for her money" Peggy commented in awe as she began putting her hands on the walls looking at various markings.

She then looked over at Nori who was pointing at a carving in the wall above the door; it being of the throne of Erebor, with the Arkenstone above it, sending out rays of light in all directions.

Gloin walked over to it as he read aloud the inscription on the carving. "Herein lies the seventh kingdom of Durin's Folk. May the heart of the mountain unite all dwarves in defense of this home."

Naturally both Bilbo and Peggy were looking at the carving in interest and curiosity.

"The throne of the king." Balin said explaining it to them

"Oh. And what's that above it?" Bilbo asked again.

"The Arkenstone." Balin answered

"Arkenstone….And what's that?" Bilbo asked

"The king's jewel I assume?" Peggy asked as Balin nodded a yes.

"That, Master Burglar, is why you are here." Thorin said with a warning tone as all the dwarves began to look at Bilbo who could only looks bewildered at this, but still resolute.

"Well then. Let's not waste any time. Let's go to work." Peggy said as she put her hands together and then walked forward.

* * *

Meanwhile back in Dol Guldur Gandalf and Dell Rusk both looked around as they walked into a courtyard. Dell Rusk walked over to one of the broken cages as he began to tap it with his cane.

"These are the cages for prisoners. I spent a time in one. I was tortured for days. They thought I was a spy. But my will was stronger then theirs. I showed them I was not a force to be reckoned with." Dell Rusk commented as he noticed Gandalf standing there in quietness. "Grey wizard? Are you there? Come we need to keep moving."

Dell Rusk sighed as he then walked ahead leaving Gandalf alone. Gandalf turned around as he suddenly began to hear something. Up above him a figure high up, on a ledge pounced down onto Gandalf. After a scuffle, Gandalf managed to push the figure off him, and off of a ledge with the figure escaping his grasp. Gandalf quickly ran down and chased after him. Gandalf paced quickly as he ran through corridors, hearing growls around him, the figure continuing chasing him. Suddenly the figure leaped out and attacked Gandalf again as Gandalf found the figure being pulled off of him by Dell Rusk who slammed the figure down on the ground as he then began to beat him to death with his cane. Gandalf confused by this sudden burst of strength tackled Dell Rusk to the ground as he then ran over to the figure, putting his hand on the figure's head, as he began to chant a spell. Dell Rusk groaned as he got up and observed this display.

"What are you doing?! Leave him or we'll never make it through." Dell Rusk said with an angry tone

Gandalf didn't listen however as he continued his spell which seemed to calm the figure down.

"Thrain, son of Thror. My old friend." Gandalf said with a hint of happiness as he began to see his friend returning to him.

"Gandalf?" Thrain asked confused

Gandalf smiled with relief seeing that a hint of recognition was beginning to form in his friend's eyes.

"A lifetime. I've been here a lifetime." Thrain said as he began to recall his old memories return to him.

"I'm so sorry I gave you up for dead." Gandalf said with a sense of regret.

"I had a son. Thorin!" Thrain said remembering back to the Battle of Moria.

"And you will see him again. Come, we must leave." Gandalf commented.

"Leave? But you wanted answers?" Dell Rusk asked confused with a hint of annoyance.

"The Orcs had Moria. War…we were at war. I was surrounded. The Defiler. Azog the Defiler had come." Thrain said as he began to recall the Battle of Moria where Azog had knocked him down.

Gandalf lifted Thrain's hand as he noticed that his ring the Dwarven Ring of Power was missing, along with his ringfinger.

"They took it." Thrain said looking at his hand.

"The last of the Seven. Come, let's get you out of here." Gandalf said as guided his friend along through the area, Dell Rusk following behind.

"There is no way out! They will stop you! The serpents will stop you!" Thrain yelled with a sense of hopelessness.

"The old man speaks some truth. But we can leave if we get the enemy to reveal itself. We must come to him and draw him out." Dell Rusk said looking around seeing nothing emerge.

Gandalf looked over as he noticed some of the vines starting to move.

"It's an illusion." Gandalf said tapping the vine as it went back to normal. "Just an illusion."

"What have they done to you?" Gandalf asked his friend confused by his state of mind.

"We are wasting time trying to get answers out of this foolish old man. He won't lead us anywhere. I shall continue ahead myself." Dell Rusk said as he walked away from the two.

"I never told them anything. They tried to make me but I never said a word. They even brought in another commander. He had Red skin almost like an Orc but he wasn't. But he was as ruthless as Azog." Thrain said as he looked around to see if Dell Rusk was out of earshot not trusting the man Gandalf had with him.

Gandalf suddenly became confused by what Thrain had referred to as "The Red Orc" as he began to think back and look around to see if Dell Rusk could still hear them and felt relieved that he had already gone far away from them.

"Have you kept them safe, Gandalf? The map and the key?" Thrain asked with a sense of alarm.

"I gave them to Thorin. You'd be proud of him. He's taken up the Quest to reclaim Erebor." Gandalf said as he tried to touch Thrain who stepped away frightened by this revelation.

"Erebor." Thrain said feeling worried.

"He will retrieve the Arkenstone. The seven armies of the Dwarves will answer to a new king." Gandalf said trying to calm Thrain who remained unfazed.

"No. No. Thorin must not go near Erebor. No one must enter that Mountain." Thrain said with a hint of finality in his voice.

"What do you know of this Red Orc?" Gandalf asked changing the subject.

"He was ruthless. He tortured me for days. He applied ruthless tactics I had never seen before. He was skilled in deception and combat and also alchemy." Thrain said trying to remember.

"Do you know the prisoner 'Dell Rusk'?" Gandalf asked trying to get an answer on the truth of the man who may have been leading him into a trap all along.

"His name... The Red..." Thrain began before he was suddenly hit by Dell Rusk's cane again as Rusk suddenly pulled a gun from out of his pocket and tried to shoot at Thrain. Gandalf however managed to deflect it away as he began to shun the light of his staff into Rusk's face blinding him momentarily.

"Who are you really?! What convinced you to try and trick me?! Clearly you don't know this world that well if you want to try and fool a member of the Ishtari." Gandalf yelled as Rusk held his hand up to his face. "Speak!"

Rusk pulled his hand away from his face as Gandalf became shocked and noticed the red face as Thrain described. It looked as if the man's flesh had been burnt off from his face leaving only a skull covered in red. Strangely though the face structure almost reminded him of Elrond minus his skin.

"I was the leader of the most feared force in the world once. I was destined to become so much more. But I was robbed of that destiny by my enemies. By Captain America. By the one you've allied yourself with called Margaret Carter." Dell Rusk said with anger and bitterness.

Gandalf suddenly became alarmed as he began to think back to the various stories Peggy had told him and the Company during their adventure. One was about a feared commander who led an army with an iron fist similar to that of Azog. Though he was claimed dead they remained unsure of it as the last known sight of him was seemingly vanishing from their world. It couldn't be.

"You asked me for my name when we first met. I was once a man named Johann. But during the war they gave me another name. One I originally hated. But I have since grown to accept now that he has shown me what I have missed. That the name inspired fear in the hearts of men and women everywhere. You may call me. The Red Skull." The Red Skull said pulling down his hood and revealing his full head as he then discarded the cloak revealing his black Hydra uniform underneath which he was still wearing after his final encounter with Captain America.

"Come Gandalf we must move" Thrain said as he signaled Gandalf to follow him as they ran away from the Red Skull.

"You cannot escape grey wizard? Where do you think I was truly leading you? What lies ahead will mean only your end" The Red Skull called out as he then gave a smirk. " "Sie wollen das Licht zu finden, aber Sie laufen in die Dunkelheit. Es gibt nirgendwo mehr, um grauen Assistenten laufen." ("You wish to find the light yet you are running into darkness. There is nowhere left to run grey wizard.")

* * *

 **Author's Note: So yeah that's that chapter finally done.** **I don't want to try and leave any long gaps in the future since we're getting near the end of the Desolation of Smaug portion. I want to try and finish this story during the early months of 2017 at the least. But regardless I'm looking forward to writing more now that the story is starting to form twists and turns from the film.**

 **The decision to split up the trio when it came to going to the Mountain stems from the fact that I wanted things to change. Peggy and her friends up to now have been a tight group but I wanted to show how even alone they as characters can still be effective and also not to mention how certain stories set up for different characters such as Jarvis I needed them to remain separated for awhile so that when they reunited it would feel more rewarding. The opening party scene which wasn't part of the movie was my own edition to establish the closeness between the trio and show how far they've come and how things have changed since the beginning of the story. This is the calm before the storm pretty much and I hope I did that.**

 **Peggy's conversation with Thorin was another attempt to show how far the relationship between the characters has come not to mention is probably the last time Thorin feels moved by someone's words and feels inspired before he inevitably will be overcome with Dragon Sickness in BOTFA. I felt that the "You Move" speech which originated in the Civil War comic that they gave part of to Peggy in the Civil War movie as something she told Sharon I thought would demonstrate the point she was trying to make well. That doesn't mean though Peggy and Thorin's conversations are done. We still have another movie filled with more emotional moments yet to come. So I hope I did justice to this conversation and if I did can keep up the idea with those future conversations.**

 **I was debating on whether to hold back the reveal of Red Skull until next chapter but considering how much I was telegraphing it in scenes as well as Thrain and Gandalf's conversations I figured better reveal it now rather then screw with the audience who would have guessed the answer regardless and already were so to those who guessed right than congrats. How the Red Skull got to Middle Earth I've pretty much said already but how he arrived in Dol Guldur and became an ally of the Necromancer will be explained soon. Like I said while Peggy and company will have their hands full as it is what with a dragon and an orc army the edition of Red Skull challenges them on a more personal level because he is from their world.**

 **Like I said when I first introduced Skull in a previous chapter albeit unrevealed writing ideas like this keeps the story interesting I feel. Otherwise it's just the characters hanging around in the story with no real consequences or impact or need to be there. If someone unexpected arrives from another world naturally something should come of it both good and bad and again I hope you enjoy what I have planned because I'm looking forward to writing it.**

 **Anyway I think that's everything for now. Naturally there's probably some mistakes here and there that if I didn't notice them I'll fix them later (bigger revisions will come once the story is completed overall. Nothing major though just stuff I felt I could have done better but didn't at the time.) This is your friend Steve993 signing off and I'll see you next time.**


	15. Conversation With Smaug

**Author's Note: Here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Meanwhile far away from what was going on in the Mountain at Bard's house, Kili was laying on a bed and moaning and straining in pain, his face being covered in sweat. Jarvis was there holding him down giving his hands a rub.

"Ah! Ugh! Argh!" Kili cried out in pain

"Don't worry Master Dwarf everything will be alright soon." Jarvis said with a reassuring tone before whispering to Oin in a less than enthusiastic tne "It will won't it?"

Bofur filled a bowl with hot water as he rushed to the still moaning Kili

"Can you not do something?" Fili asked in a worrying tone.

"Is there anything you need in particular that could slow down the pain?" Sousa asked

"I need herbs, something to bring down his fever." Oin answered.

Bard began to search through his bag of medicines and called out what he had "I have nightshade, feverfew…"

"They're no use to me. Do you have any Kingsfoil?" Oin asked

"What's that?" Sousa asked confused.

"No, it's a weed. We feed it to the pigs." Bard answered

"Pigs? Weed? Right." Bofur said as he pointed at Kili. "Don't move." With that he quickly ran out of the house in search of pigs and Kingsfoil.

"I don't think he can if he wanted too Master Dwarf" Jarvis said as Kili suddenly tried to move but fell down again in pain. "Or maybe we might have to keep him down ourselves."

* * *

Back over at the Mountain, Balin and Bilbo were walking into a tunnel leading to the interior of the mountain.

"You want me to find a jewel?" Bilbo asked making sure he would get this right.

"A large white jewel, yes." Balin answered

"That's it? Only, I imagine there's quite a few down there." Bilbo asked

"There is only one Arkenstone. You'll know it when you see it." Balin said reassuringly.

"Alright." Bilbo said as he began to walk away.

With all his questions answered Balin began to walk back down the tunnel, but then paused as he turned back. "In truth, lad, I do not know what you will find down there. You needn't go if you don't want to, there's no dishonor in turning back."

"No, Balin, I promised I would do this, and I think I must try." Bilbo said with a firm tone.

Balin looked at Bilbo, as he then began to chuckle appreciatively. "It never ceases to amaze me."

"What's that?" Bilbo asked confused.

"The courage of Hobbits. Go now with as much luck as you can muster." Balin said as they nodded at each other, Bilbo proceeding down the tunnel as Balin turned back "Oh, and Bilbo...if there is, in fact, a live dragon down there, don't waken it."

Bilbo suddenly looked worried but still nodded as he walked a few more steps, then turning as if to ask a question, but Balin was already disappearing around a corner. With that Bilbo braced for impact as he tiptoed toward Smaug's lair.

Balin turned a corner as he then looked up saw Peggy standing there who had been listening the whole time.

"You really believe he can do it?" Peggy asked

"With all my heart lass." Balin responded.

"And did you feel that way in the beginning?" Peggy asked again.

"Well Bilbo was a different person at the beginning of our journey. He was a little bit of a fusspot being stubborn about how and where things should be. But he had the heart of Durin's Folk. I could see it in there. It was just a matter of bringing that out of him. A thirst for adventure and a long journey can change a man or woman or in young Bilbo's case a Hobbit." Balin responded

"I know." Peggy said as she thought back to the Journey they had been through. "So what do you think will happen next?"

"Hard to say lass. Whatever happens is all depending on if he finds the Stone." Balin said cryptically.

"Let's just hope this is the worst it'll get" Peggy said as with a hopeful tone. Somehow though she had a feeling she'd regret having said that later.

* * *

Over in Dol Guldur, it was getting darker as Gandalf and Thrain continued running hoping they had escaped the Red Skull.

"He is waiting for them! They are in league – the dragon and the one!" Thrain responded as Gandalf tried to keep up somewhat struggling as the weight of the darkness fell upon him. "Hurry we must hurry!"

Suddenly from out of nowhere Azog leapt at Gandalf with his mace raised. Gandalf only had the time to raise his sword and staff before Azog struck him with his mace, sending Gandalf and his weapons flying. Gandalf laid on the ground while Thrain stood in shock at seeing his old enemy, as multitudes of now-revealed Orcs stood behind Azog.

"You have come too late, Wizard! It is done." Azog said all the while laughing evilly.

Azog raised his mace swinging it to finish Gandalf off, some of his Orcs running up as well to join him, but Gandalf quickly managed to scramble up with his staff and pointed it at Azog, the staff causing some sort of invisible barrier which stopped Azog in his tracks

"Where is your master?" Gandalf asked in a demanding tone

Azog ignoring the wizard's question roared and ran at Gandalf again, Gandalf's staff stopping him and the Orcs behind him.

"Where is he?" Gandalf again demanded

"He is everywhere. We are legion!" Azog responded

Gandalf quickly backed into the corner of the platform; while holding Azog at bay with his staff, as he looked at the lower lowers of Dol Guldur behind him and saw to his horror hordes of Orcs and Wargs below, all armed for war all the while preparing weaponry and machinery.

"It is over." Azog said as he raised his mace. Gandalf suddenly thinking shouted and swung his staff leaving a blinding flash of light and a thunderclap. Azog and his Orcs opened their eyes, to find Gandalf and Thrain had disappeared. Azog growled as he then heard footsteps and saw The Red Skull standing behind him.

"You let them get away." The Red Skull said stating what was obvious.

"They won't get far." Azog responded as he pointed his mace at the former Hydra leader who calmly moved it out of his face. "We shall see."

Azog growled as he saw Red Skull put his hand up as if to silence him. Before Azog could respond he suddenly heard the footsteps of Gandalf and Thrain running away.

"Run them down." Azog commanded.

Gandalf and Thrain who was struggling to keep up continued running through the ruins as Orcs on Wargs chased them. They then ran out of a building onto a bridge, Gandalf striking the building with his staff, causing parts of it to crumble and fall down, crushing the Wargs on his tail and destroying the bridge.

In the distance, Azog roared as the Red Skull stood up next to him with a smirk being satisfied with the Orc commander's failure who growled at him in return.

"You are failing" The Red Skull said as Azog looked at him annoyed.

"What do you suggest then?" Azog asked

"Your leader has been showing me much since I came here. In that time I have learned and accomplished feats so great that not even Rogers could defeat me now. And neither shall Ms. Carter. For now though I must attend to something." The Red Skull said as he began to leave Azog and head for the dungeons.

"What of the wizard and the prisoner?" Azog asked pointing out that their prisoners were still running amuck.

"You may continue your merry hunt for them. But I feel the Necromancer already is going to succeed where you failed." The Red Skull said as he then left the Orc Commander.

Far away Gandalf and Thrain continued running as they then ran out onto a larger bridge when suddenly, a voice sounded out of the darkness. Gandalf and Thrain stopped short as a massive cloud of shadow appeared on the bridge in front of him the cloud in question being the Necromancer.

"There is no light, Wizard" The Necromancer said ominously.

"He is here" Thrain said frightened

"...that can defeat darkness." The Necromancer continued

Thrain looked up at Gandalf. Realising this was the end he went to his old friend with one request "Tell Thorin I love him. Will you do that? Will you tell my son that I loved him?"

"You will tell him yourself." Gandalf said as he struggled against the Darkness

"It's too late." Thrain responded.

Suddenly tendrils of smoke whipped out from the Necromancer, grabbing Thrain and killing him all the while Gandalf watched in horror as he could do nothing.

 _"So passes Thrain, son of Thror."_ Gandalf thought as he sadly lamented his fallen friend

Getting over his shock over the death of his friend Gandalf raised his staff and formed a protective spherical shield of light around himself, about 60 meters in diameter as the tendrils of shadow tried to pierce the shield, but couldn't. As the shadow continued pounding at the shield, Gandalf struggled back, with the shield growing smaller. With all he could muster Gandalf yelled, as the shield grew larger again. However, the shadow managed to grow even stronger, strong enough to disintegrate the bridge in front of Gandalf's shield. The shield eventually grew smaller and smaller, until it became barely bigger than Gandalf. Gandalf opening his eyes in shock, saw his shield completely disappear, as he then found himself being pushed back. The shadow rushed at him, but he quickly managed to form his shield again. He then fell onto his knees, holding his staff above his head, the shield continuing to grow and shrink. Finally, the shadow pushed so hard that Gandalf's shield collapsed and he fell back defeated.

Gandalf feeling extremely weakened looked up as he saw the shadow turning into a wreath of flames. Gandalf held his staff above his head with both hands as he saw the flames turn into the slit pupil of an eye, then slowly take the form of a tall man, wearing armor, and with a helmet shaped like spikes. This is no mere man however it is the long forgotten thought to be deceased, Sauron. As Sauron approached Gandalf, Gandalf suddenly felt his staff burnsand disintegrate away into nothingness. The shadows then picked Gandalf up into the air, slamming him down on the stones as they then hurled him into a wall and held him there. The wall around him suddenly crumbled and fell thanks to the presence of Sauron. Sauron looked at Gandalf, the flames around him seeming to explode, forming the Eye of Sauron with his body at the center like an iris. Gandalf, recognizing the Necromancer for what it really was could only moan out his name, while his face was being covered with burns.

"Sauron." Gandalf said weakly not even feeling the strength to feel shocked at the presence of the former Dark Lord.

Feeling like he had made his presence known enough Sauron concocted a hypnotic illusion, knocking Gandalf out with it.

Sauron stood there feeling triumphant for the first time in centuries. It was all coming together now.

* * *

Far away back at the Mountain Bilbo was quietly walking through a large doorway, eventually finding himself in a massive hall.

"Hello?" Bilbo whispered out loud

Bilbo knocked quietly on the wall beside him, the sound feeling intensified loudly as it echoed, causing him to jump as he then presse himself against the wall in shock. Seeing no reaction to the noise, he walked out into the hall on an elevated walkway.

"You're not at home. Not at home. Good. Good, good, good." Bilbo said to himself nervously.

Bilbo, who was now at the top of a staircase, suddenly had to stop walking his mouth hanging open in shock as he saw mountains of gold, jewels, weapons, cups, and all sorts of treasure piled dozens of feet high all throughout the immensely massive hall.

Getting down to business and getting over his shock Bilbo climbed down the stairs and carefully began to walk atop the treasure. Trying to be quiet is difficult though, as the coins and jewels beneath his feet kept making a lot of noise. He then poked around, looking for the Arkenstone. Looking over something quickly caught his eye as he then found a large white jewel and examined it.

"What's that?" Bilbo asked as he shuck the jewel and continued examining it; deciding that it wasn't the Arkenstone, he carelessly threw it aside, then jumping when it clattered and made a lot of noise.

"Sushh, sushh." Bilbo said trying to quieten it as he continued to look around all the while muttering to himself. "Arkenstone, Arkenstone...a large, white jewel. Very helpful."

Bilbo began to feel frustrated being surrounded by so much treasure that it would be impossible for him to find one particular jewel out of all of it.

Bilbo then decided to climb up a mountain of gold that he saw in front of him. He picked up a golden cup, which quickly began to start a small avalanche of coins. Bilbo regaining himself looked up and saw the coins falling away to reveal Smaug's eye, which was still thankfully shut. Bilbo jumped behind a stone pillar in fright at this. All was silent however, as it seemed like Smaug was still asleep. Suddenly, Smaug snorted, the treasure around his nose falling away, revealing it. Bilbo, panting, slowly tried to make his way down the pile of gold, but stopped short when he realized that Smaug's body was buried in a large circle around where he was now standing. The gold all along Smaug's body then began to ripple as he awakened.

Bilbo took a few steps, then pausing and kneeling as Smaug began to raise his head, his eye still closed. As Smaug opened his eye, Bilbo ran and dove behind a pile of gold.

As Smaug's eye looked around, Bilbo reached into his pocket and pulled out the Ring. He looked at it for several seconds, then looking up as Smaug began to raise his head. Deciding he had no other option he put the Ring on, and became invisible. Smaug raised his head and sniffs the air as he then began to speak his voice being bone chilling and frightening.

"Well, thief, I smell you. I hear your breath. I feel your air. Where are you?" Smaug said as he moved his head back and forth around the place where Bilbo was invisibly standing, Bilbo having to duck to avoid being knocked over.

Bilbo panicked as he quickly began to run down the mountain of treasure. Even though he was invisible, Smaug could still see where he was going because of the coins he was dislodging with his feet while running, Smaug following rapidly. Bilbo ducked behind a stone while Smaug continued searching calling out to him in a somewhat mocking inviting tone.

"Come now, don't be shy. Step into the light. Mmm, there is something about you, something you carry. Something made of gold, but far more...precious" Smaug said his now being right in front of Bilbo's hiding place. As he heard the word "Precious," come from Smaug's mouth it began to reverberated in Bilbo's head over and over as he then began to strain in mental pain. Bilbo gasped as he saw a flaming eye burst into his vision. Having heard enough he quickly yanked the Ring off, now becoming visible to Smaug

"There you are, thief in the shadows." Smaug said now feeling satisfied having found his potential prey.

"I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say. I did not believe them." Bilbo said hesitantly trying to come up with an excuse.

"And, do you now?!" Smaug asked as he stomped several yards away and drew himself up so his entire body was now visible to Bilbo. Bilbo couldn't even gasp at the size of a massive dragon that had two back legs, two massive, bat-like wings with claws, and both his neck and tail are incredibly long. His head alone could almost be the size of a school bus.

"Truly, the tales and songs fall utterly short of your enormity, O Smaug the Stupendous." Bilbo said as he tried so desperately to save his own skin even though deep down he knew it wasn't working. Smaug's next words would reiterate that point.

"Do you think flattery will keep you alive?" Smaug asked

"No- no, no." Bilbo hesitantly familiar.

"No, indeed. You seem familiar with my name, but I don't remember smelling your kind before. Who are you, and where do you come from, may I ask?" Smaug asked curious as he snaked his head closer to Bilbo. Just as Bilbo opened his mouth to speak he suddenly saw something off to the side. This was the Arkenstone; a small, white gem glowing with an unnatural light, buried under one layer of coins.

"I- I come from under the hill." Bilbo hesitantly answered

"Underhill?" Smaug asked confused but still curious.

Bilbo nodded, as he then snuck to get a peek at the Arkenstone as it wasn't far away from him all the while continuing to speak and distract Smaug "And under hills and over hills my path has led. And, and, through the air. I am he who walks unseen."

"Impressive. What else do you claim to be?" Smaug asked still wanting more answers as he snaked his head forward until his teeth were inches from Bilbo's face. As Smaug exhaled, Bilbo grimaced at his breath before continuing forward with his lies that were kind of accurate.

"I am...luck-wearer. Riddle-maker." Bilbo responded.

"Lovely titles; go on." Smaug said

"Barrel-rider." Bilbo answered.

"Barrels? Now that is interesting. And what about your little dwarf friends? Where are they hiding?" Smaug asked suddenly changing his tone to a more demanding one.

"Dw- Dwarves? No, no, no dwarves here. You've got that all wrong." Bilbo said hesitantly hoping he wasn't being found out. He was so close.

"Oh, I don't think so, barrel-rider. They sent you in here to do their dirty work while they skulk about outside." Smaug said not buying Bilbo's answers.

"Truly, you are mistaken, O Smaug, Chiefest and Greatest of calamities." Bilbo said again trying to throw the dragon off

"You have nice manners...for a thief and a liar! I know the smell and taste of dwarf. No one better. It is the gold! They are drawn to treasure like flies to dead flesh. What leaves me more curious is the presence of human flesh. I smell it. Feminine flesh. I have not smelt that in centuries. Now where are they?!" Smaug asked again stomping about, his claws knocking the Arkenstone away from where it had been, as Bilbo gasped and quickly ran after it as it bounced down the mountain.

"There are no Dwarves or a young woman here I assure you" Bilbo said as he continued to avoid Smaug.

"Did you think I did not know this day would come, when a pack of canting dwarves would come crawling back to the mountain?!" Smaug asked now feeling insulted that Bilbo was taking him for a fool.

Bilbo running as fast as he could didn't have time to see where he was as he tripped and slid down the gold. Smaug continued following after him, knocking over as massive stone pillar in his rage. As the pillar fell, its reverberations sounded throughout the mountain. Even the dwarves and Peggy sitting in the clearing above the secret stairs could hear it as thy then stood up.

"Oh crumb biscuits that can't be good." Peggy said in a worrying tone.

"Was that an earthquake?" Dori asked hesitantly being afraid of the possible real answer.

"That, my lad...was a dragon." Balin answered as everyone including Thorin began to look worried.

* * *

The reverberation was so loud it even reached as far as Laketown; in Bard's house, everyone looked up at the sound, as dust fell from the ceiling. Kili meanwhile was still moaning in pain.

"You think Peggy is..." Sousa began as he turned to Jarvis being somewhat worried.

"Ms. Carter went into that mountain determined and promised us she wouldn't die Chief Sousa. And I don't think she's ready to break that promise. She is tougher then she seems. You of all people know that." Jarvis said as he put a comforting hand on the man's shoulder.

"Thanks" Sousa said as he gazed towards the Mountain longingly hoping that the woman he loved was okay. Did he just admit that to himself? Yes he did. He loved Margaret Elizabeth Carter. And he was going to tell her that when and if he saw her again. No. He knew he would see her again he had to believe he would.

"Da?" Sigrid asked frightened by the sound

"It's coming from the mountain." Bard said answering his daughter's question.

Fili left Kili's side momentarily as he approached Bard. "You should leave us. Take your children; get out of here."

"I agree with Master Fili" Jarvis said as he walked over towards the children.

"And go where? There is nowhere to go." Bard said bluntly as he gave his children a look.

"Are we going to die, Da?" Tilda asked worried

"No, darling." Bard answered

"The dragon, it's going to kill us." Tilda said still feeling worried. Jarvis put his hand on her shoulders as he then bent down and rubbed her hair.

"I know you;re scared Tilda. So am I..." Jarvis began

"But you're a brave man Mr. Jarvis." Tilda said as she looked at the English butler who she had grown fond of in the time he spent with them even if it has been brief.

"Even those who are brave have to be scared sometimes. But no matter what I promise you Ms. Carter is fighting for her life in that mountain. She'll make sure that dragon is vanquished. But you have my word should he come near you or any threat come near you and your family. I shall be there to help you." Jarvis said as Sousa walked up behind him.

"So will I" Sousa said as Jarvis gave him a nod.

Jarvis then opened his coat pocket and pulled out what looked to be a bracelet as he put it on Tilda's wrist.

"What is it?" Tilda asked looking at it somewhat confused but surprised.

"A symbol. When you're scared look at it and remind yourself you're not alone." Jarvis said as he messed her hair and she walked away from him.

"So where did you really get it?" Sousa asked whispering to him.

"A vendor was making them. I bought ones for myself and Ana as well" Jarvis answered.

Bard watched this display of affection his children were getting with a smile. While he was hesitant at first to trust these strange visitors he was starting to feel glad that he did. Giving his children one last worrying look for a moment, he then reached up and pulled a black arrow, the last of the three that Girion had in Dale, from where it had been hidden as a drying rack for plants. His children now paying attention after being distracted initially by their conversations looked at the arrow in shock as did Jarvis and Sousa.

"The Dragon won't kill us. Not if I kill it first." Bard said now feeling determined at all costs to protect those he loved.

* * *

Back over at the Mountain Smaug was continuing his chase towards Bilbo.

"The King under the mountain is dead. I took his throne." Smaug said as he continued looking for Bilbo, who then burst out of a pile of gold beneath Smaug's claw.

Bilbo quickly regained himself as he then ran down a staircase and then leapt off the side.

"I ate his people like a wolf among sheep." Smaug said threateningly as he swung his head at Bilbo.

As the Arkenstone bounced rapidly down the mountain of gold, Bilbo slid rapidly after it with Smaug in pursuit.

"I kill where I wish, when I wish. My armor is iron." Smaug taunted

The Arkenstone and Bilbo eventually slid under a covered stone structure.

"No blade can pierce me!" Smaug said opening his wings and gliding down to land atop the structure.

* * *

Back over in Laketown, Bard and Bain were sneaking through the town with Bard holding the arrow. Bard looked around a corner to check whether all was clear.

"Alright." Bard said as he signaled Bain to follow him.

"A black arrow? Why did you never tell me?" Bain asked confused his dad never told him that he held the potential key to stopping the threat of the Dragon all along.

"Because you did not need to know." Bard answered as they ducked behind a wall leaving the soldiers pass by. Bard put his arm on Bain's shoulder as he then indicate the tower with the dwarvish wind-lance on top.

"Listen to me carefully: I need you to distract the guards. Once I'm at the top of the tower, I'll set the arrow to the bow." Bard said as just then, Braga and the other soldiers, who were sent to find Bard, noticed him.

"There he is! Bard! After him!" Braga commanded

"Quickly! Down there! Go!" Bard ordered as he and Bain ran from the soldiers.

"Stop him!" Braga called out

Bard and Bain ran through shop and docks, knocking over various items in their way while the soldiers followed, yelling "Stop him!, the shopkeepers yelling angrily at both parties. Eventually when they had managed to put some distance in front of the guards, Bard stopped Bain and handed him the black arrow.

"Bain! Bain. Keep it safe. Don't let anyone find it. I'll deal with them." Bard said with a firm but still reassuring tone.

"I won't leave you!" Bain responded.

"Go!" Bard ordered as he then saw Bain run off. Now reassured that his son was safe Bard turned and faced Braga, who had just caught up to him.

"Braga." Bard said catching his breath.

"You are under arrest." Braga said giving his reasons why he was being chased.

"On what charge?" Bard asked confused by this order.

"Any charge the Master chooses." Braga answered

Bard turned and saw that he was surrounded. He then turned back and suddenly punched Braga in the face, then punching his way through the soldiers and running with the soldiers in pursuit. Bain, seeing the soldiers chase his father, jumped into a boat hiding the arrow beneath some ropes and fishing gear.

Bard ran through the town as fast as he could, leaping across a channel using boats as stepping stones. He then used his momentum to cause the last boat to slide several feet across the water until he was able to step onto the opposite bank with a soldier trying to follow him slipping and falling out of a boat into the water. Bard ran down an alley, though a foot suddenly stuck out of a doorway got in his way as he tripped over it, falling into a pile of wood. As he then sat up, dazed, Alfrid stepped forward, followed by the Master. As Bard struggled to get up, the Master lifted a wooden pole and hit Bard in the head with it, knocking him out.

* * *

Peggy and the dwarves in the clearing on the mountain saw an orange glow from the mountain coming through the door.

"That doesn't look very reassuring." Peggy said as she gazed through the door.

"What about Bilbo?" Ori asked worried for their friend's safety

"Give him more time." Thorin said trying to dismiss the truth of the situation.

"Trying to do what? To be killed?" Balin asked

"You're afraid." Thorin said somewhat surprised Balin was speaking to him in this tone.

Balin paused for a moment as he looked over at Peggy, then stepping up to Thorin.

"Yes, I'm afraid. I fear for you. A sickness lies upon that treasure hoard, a sickness that drove your grandfather mad." Balin said trying to reassure his kin that things were only going get worse from here.

"I am not my grandfather." Thorin said somewhat bitterly.

"You're not yourself. The Thorin I know would not hesitate to go in there-" Balin began.

"I will not risk this quest for the life of one burglar." Thorin said in a harsh tone.

Balin looked at Thorin disgustedly. The other Dwarves and Peggy shared his sentiment.

"Why do you do this to yourself?" Peggy asked somewhat disappointed in him that every time he was close to changing he tried to deny the right to do so.

"Bilbo. His name is Bilbo." Balin said correcting him

Thorin looked contemplatively out into the night now unsure what they should do.

Peggy sighed as she rubbed her legs and began to walk away towards the door. "Well I don't know about you lot but I'm going down there."

"It's suicide. You really think you can face the Dragon?" Dwalin asked as if she had gone mad.

"There's a first time for everything." Peggy said as she walked away.

"What makes think you'll survive?" Thorin asked

"Who says I will? Just remember our little talk. You'll get it sooner or later your majesty" Peggy said as she eventually went out of earshot leaving the Dwarves alone as they all looked at Thorin wondering what their next move would be. Whatever it would be such a decision would be the culmination of their journey and what they came here for.

* * *

 **Author's Note: So yeah that's that chapter done. Admittedly I was finding it difficult to end this chapter at a decent place but I think ending it where I did worked out well for the most part at least I hope it did.**

 **Admittedly there isn't much character interaction at least stuff that changes the film but I hope the conversations I did put in worked out. Admittedly being a story and not a film Smaug's debut may not be as grand as the film and he hasn't interacted with our other dimensional hopping heroes yet (well mostly Peggy I don't think he's going to see Sousa and Jarvis directly since he's going to be too focused on Laketown's destruction but they will get to witness him in full form I promise that.) but I hope it'll satisfy when he does.**

 **Red Skull's role in events is still expanding and I'm looking forward to writing him and potential schemes of his going forward and his relationship with Azog which to no surprise is one of antagonism and also jealousy on Azog's part. Also the changing of the Black Speech to English was done due to the lack of Black Speech language use in the transcript I was following so to make it easier I switched the Black Speech that Azog and the Necromancer spoke to English. Gandalf's lament for Thrain is an add referencing how Gandalf would always in the films lament a fallen character by their name and who they were a relative too. It felt like something I thought he would say if he was given a chance in the film.**

 **In regards to the Peggy and her friend's relationships with the other characters going forward right now of course Peggy is inside the Mountain and soon she will confront Smaug. I know many people have been anticipating that confrontation I just hope I'll deliver it too you. Jarvis's friendship with Bard's kids is one that will continue and I hope I'm doing well with so far. Everything I do here is a learning process and all the feedback I get is appreciated.**

 **Sousa and Peggy's relationship while I'm not crazy into it (then again the concept of shipping is not something I'm into much just let the characters have natural interactions and let the relationship flow that way) I do enjoy their interactions and how it was handled overall for the most part and I welcome it even if we don't know whether or not they stuck together since Peggy's husband was never revealed. While it's not going to be a big thing I felt that since Agent Carter Season 2 ended on it being solidified I felt I should continue it. Admittedly Daniel is the character I'm probably the least proud of in terms of my handling from the Agent Carter cast so far because I haven't done much with him yet though I have an idea now where he might go. You'll just have to wait and see with that.**

 **I was glad also to write the Peggy and Balin interaction because while Peggy and Thorin's sort of love/hate relationship much like the one Thorin shares with Bilbo has been at the forefront of the story the other Dwarves still shouldn't feel left out because of it.**

 **Anyway I think that's everything for now. This is your friend Steve993 signing off and I'll see ya next time. Not much more go on with Desolation Of Smaug now. Again thanks to all the people who have reviewed and liked the story so far. You make continuing the story worth it.**


	16. What Dwells Beneath

**Author's Note: Here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Inside the cave of the Lonely Mountain, Smaug was continuing his search for Bilbo, who was hiding under the stone structure.

"It's Oakenshield. That filthy dwarvish usurper! He sent you in here for the Arkenstone, didn't he?" Smaug asked clearly feeling angry.

Smaug circled around the structure lurking like a predator trying to find his prey; Bilbo, hiding beneath it, suddenly noticed the Arkenstone at the other end of the structure. All he needed was to find a way to get over without him spotting. And if he was able to sense him even with this Ring then that would be a problem.

"No, no, no. I don't know what you're talking about." Bilbo stammered as he started to sneak over to the Arkenstone, being forced to hide again behind a pillar as Smaug went to look beneath the structure.

"Don't bother denying it. I guessed his foul purpose some time ago. But it matters not. Oakenshield's quest will fail. The darkness is coming, it will spread to every corner of the land." Smaug proclaimed

Unbeknownst to either of the two who were trying to avoid and find each other Peggy was slowly making her entrance into the cave.

* * *

Meanwhile at Dol Guldur, Gandalf finally woke up and found himself trapped in one of the spiked, hanging metal cages he had seen before. He was now nothing more than a bloodied, bruised, and burned broken man a shell of his former powerful self. Hearing a horn, he then looked down to see legions of Orcs and Wargs march out of Dol Guldur, armed and equipped for war. They also seemed to be travelling in bigger war machine that closely resembled tanks or as close as they could be for the material provided. His thoughts were interrupted by the Red Skull's voice.

"War machines of my own design. One must have an advantage in war after all. You know this yourself Herr Wizard. You thought you had the advantage? Sneaking in under the noses of everyone? You thought that by simply having the Dwarf Prince go on a quest he would find himself and be worthy of the title of king? No. Only those who are strong and those who are ambitious can survive. Those who are flawed and broken will never obtain their true greatness. I have grown beyond such a possibility. Thanks to the Dark Lord's influence I have become more powerful then any human being." The Red Skull proclaimed with a sense of smug superiority as he looked at Gandalf.

Gandalf said nothing as he listened to the Hydra commander go on. Angry the Skull slapped the broken wizard who tried not to show any pain felt from the slap.

"I told you how I once was the Commander of the most feared force in the world? And yet you wonder how I was beaten? By a costumed freak wearing what could only be described as a human bullseye on his chest and also what he held as a shield. I asked him what made him special? He told me it was nothing that he was nothing more than a simple child from the streets of Brooklyn. I was so angered and annoyed that this man had the fantastic power he's been given with Erskine's super soldier serum and yet he did not use it to obtain his version of greatness as one should. As I would have and what I planned with the Tesseract. Do you know what it's like to have the power of the gods in your hand Herr Wizard? It is a truly spectacular feeling. Great power has always baffled primitive men. Once more I am assembling an arsenal to destroy my enemies in one stroke, wherever they are, regardless of how many forces they possess, all in a matter of hours. But this time there will be no mistakes and I do not even need the Tesseract to continue my work. I have finally achieved a level of greatness that not even he could match and the last of what the Captain left behind shall fall beneath me." The Red Skull said as he began to form energy in his hand before dissolving it.

Gandalf remained silent as he listened to this but on the inside he felt that Peggy's description of the Red Skull fitting a traditional mad crazed commander of war was an understatement. He belonged right at home as part of Sauron's ilk yet looked like he had the potential ambition to go further with his plans and even betray Sauron and such a thing could be a problem for the future. He then looked over as he saw the Red Skull walk away as he then heard a familiar female voice in his head.

"Mithrandir. Do not despair. The Light shall return yet." the voice of Galadriel spoke as Gandalf looked over and saw a familiar bird friend fly by. With any luck he could make it out before it was too late.

Going down to the depths below The Red Skull walked past various Orcs who were either walking out or working on various machines. While the Orcs were not very intelligent the Skull found them mostly efficient and easy to manipulate much like his former Hydra soldiers. Walking into his chambers he eventually looked over and saw various Orcs at his command post carrying items and bringing them over.

"Place them there." The Red Skull commanded

The Orcs complied as they placed various potions and boxes. The Red Skull then proceeded to open up various potions and put them into his station. Azog walked down past his various subordinates as he managed to catch the Hydra leader's attention.

"We are ready for battle. What do you command?" Azog asked begrudgingly. Sauron had since demoted him for his failures and placed the Skull in charge of future operations due to his technical knowledge of war machines that combined with the Sauron teaching him alchemy could make for a strong leader. One that had the potential to overthrow the Dark Lord if given the right opportunity something Azog was annoyed and confused by and secretly he felt intimidated but he dare not show his weakness in front of the Commander. Sauron already possessed power over him and others that fell to him and if this new commander thought he could challenge the Dark Lord potentially then he must either be crazy, stupid, mad, more powerful then he appeared or a mix of all of the above.

"I'm glad to see you finally see me as your superior. That does not mean I shall see you as an equal so if that is your plan to gain my approval than I am afraid you are wasting your time." The Red Skull said as Azog growled. "I trust your spawn received the gift I sent him?"

"Yes he did" Azog responded even if he was confused as to what kind of weapons the Skull had given his spawn. All the Skull said was they were an older design of his but they still were efficient even if the power source he used was not quite the same as before.

"Good. Your soldiers while their intelligence may vary their efficiency in following orders is consistent. However I think you may be able to do better." The Red Skull said with a smirk as he led Azog to another area entirely. Entering Azog became shocked as he saw an army of what only could be described as super powered Orcs bred for war all decked out in black armour with the Hydra logo printed on their helmets. Through the use of Erskine's formula provided by Sauron thanks to his ability to see beyond worlds and achieve information and also alchemy Red Skull had created an army of super soldier powered Orcs. Prior to coming to Middle Earth the Skull had the same belief as many that science and magic were too different things and while it was said to be dangerous to combine them he felt combined they potentially could be stronger together. His point had been proven somewhat right as he had learned under Sauron's tutelage that magic was just science not understood. With this and his own intelligence he had grown in knowledge and power more than any of his previous servants. Now his other servants were about to witness his genius first hand for what most certainly wouldn't be the last time. This would only be the beginning of the end for his enemies.

"Magnificent aren't they?" The Red Skull asked to Azog who only could hang his mouth open in shock.

"What did you..." Azog began before the Skull interrupted him.

"Your men made for quite good test subjects. Some did not survive the process but that was to be suspected. Erskine said only some could survive. Others would become something else." The Red Skull said as he touched his own face.

"You used magic to recreate some strange formula that you claimed to have lost? How?" Azog asked bewildered.

"The Dark Lord can show you much if you ask nicely. Yet he can only see so far ahead unfortunately. He could not find Rogers yet I know things Agent Carter will be quite troubled to hear." The Red Skull said with a hint of sadistic satisfaction in his voice as he turned to Azog. "You wish to destroy Oakenshield? What if I gave you the means to do so?"

Azog realizing what the Skull was getting at and not wanting to be turned into his potential mindless slave sternly refused "I would rather he cut my head off!"

"It's your funeral." The Red Skull shrugged as Azog walked away angered at this before he heard the Skull call out to him. "I do have one gift for you though. You will find it in the area down the walk way on the right where all the other machines are being kept and brought out. I do ask one thing."

Azog confused decided to go along with the Skull's question. "What?"

"Not a scratch Commander Azog. Not a scratch." The Red Skull responded with the same words he gave to Zola prior to their escape during his first encounter with Rogers.

Azog walked off to where the Red Skull instructed as he then saw what looked to be a chariot with a hood over it and doors to carry it. It basically was the best attempt one could make of a makeshift car similar to the one the Red Skull had during the war.

The Red Skull meanwhile turned to his subordinates giving them a speech not to similar to the one he gave to his men the day before Hydra went for it's final onslaught against it's enemies that unfortunately as he came to learn later from what Sauron showed him that they had lost. He only wished he had his favourite wine for this moment. This time there would be a victory for Hydra. There would be no cheer and song for the people of Middle Earth. Only him proving his superiority and Peggy Carter the woman who strived to keep his hated enemy's idealism alive would fall beneath his heel and realise that they only true rule was that of Hydra.

"Tomorrow we shall stand as the Masters of the world. Borne to victory on the wings of the Valkyrie." The Red Skull said as his soldiers moved away from the plane like vehicle that was being brought in by other soldiers. "It is not the original design and is somewhat of a cruder model. But then again so were you before you became what you are now. Our enemies' weapons will be powerless against us. If they shoot down one plane, hundreds more will rain fire upon them! I ask you. Whom do you serve?"

"Red Skull!" The Orc powered super soldiers proclaimed

"You are soldiers of Hydra now. You do not know pain you do not know fear. You shall taste the flesh of men and women and leave none alive in your wake. And if they cut off one head, two more shall take it's place. Hail Hydra." The Red Skull proclaimed as he turned to his vast army that he had prepared.

"Hail Hydra! Hail Hydra! Hail Hydra!" The Hydra Orc army proclaimed as they did the Hydra salute the Red Skull had beaten and brainwashed them into perfecting.

Turning away the Red Skull walked past the suit of armour that was still being worked on. The Orc that was working on it moved away from it for a moment to reveal a Red Skull logo type logo embedded into it.

* * *

Meanwhile in Laketown, Bolg and his Orcs were sneaking around on the rooftops, looking for the dwarves.

"Shugi Khozd-shrakhun hum. Nuzdidiz." ("The filthy dwarf rats are somewhere here. I can smell them.)" Bolg said as he scowled about as he turned to his Orcs "Deploy the weapons"

The Orcs complied as they reached for the mysterious devices on their backs that the Red Skull had designed for them. He had designed a version of his old Hydra energy weapon now powered by the magic of Sauron instead of the Tesseract's energy.

* * *

Back at the Mountain Bilbo was still hiding behind a pillar as Peggy continued making her way in.

"You have been used, thief in the shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing." Smaug said with bitterness sensing that there was doubt in Bilbo.

"No. No. No, you're lying!" Bilbo yelled back defiantly refusing to believe it.

"What did he promise you? A share of the treasure? As if it was his to give. I will not part with a single coin. Not one piece of it." Smaug added with a sense of finality

Bilbo, hearing that Smaug was now on top of the structure, decided to take his chance and seek the Arkenstone lying a few feet away from the structure as he then made a run for it. Smaug seeing him quickly whipped his tail, sending Bilbo, the Arkenstone, and gold flying. Bilbo tumbled as he landed against a pillar.

"My teeth are swords! My claws are spears! My wings are a hurricane!" Smaug proclaimed as he displayed his wings.

Bilbo noticing a scale missing on the left side of Smaug's chest. Trying to buy more time he began whispering to himself. "So it is true. The black arrow found its mark."

"What did you say?" Smaug asked having heard him.

"Uh, uh, I was just saying your reputation precedes you, oh Smaug the tyrannical. Truly, you have no equal on this earth." Bilbo said while slowly backing up. Now he was standing in a bare, open spot, with Smaug facing him. Looking down he could see the Arkenstone lying just a few feet from him, as he gazed at it.

"I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad." Smaug proclaimed with almost a sadistic grin.

Bilbo feeling the exhaustion come down upon him panted as he stood there unsure what to do next.

"But I think not. I think our little game ends here. So tell me, thief, how do you choose to die?" Smaug asked as he then began to rear his head.

Feeling she had been waiting long enough to make her presence known Peggy picked up a pebble as she dabbled it in glitters of gold making it look like some kind of trinket.

"Hey Jabberwock! You like shiny things? I got something shiny for you!" Peggy yelled out as she saw Smaug turn towards her. Seeing him up close she quickly began to regret this decision as she dropped the gold covered stone.

"Crikey O'Reilly" Peggy breathed remembering the only other time she had such a reaction was when she discovered the Nitramene and what it really was.

"I knew my sense of smell did not deceive me. I find it curious though as to why a young lady has entered my domain. No human has entered here in centuries. So tell me. Why are you here? Did the Dwarves give a false promise that they would give you a share of their treasure too?" Smaug asked as he turned away from Bilbo who tried to move forward but didn't out of fear Smaug would return to trying to kill him.

"I was just passing through on a holiday. Enjoying the sights. Didn't know anyone was home." Peggy answered jokingly

"You think me foolish? Nobody can come through here without knowing of the door and the light that befalls it. So tell me how does one human girl know of the Dwarves domain and why would she want to enter?" Smaug asked still curious about his new visitor.

"You'll find that humans are filled with surprises. And that there are people who want to make a difference." Peggy said as she faced down the Dragon trying to spot Bilbo but couldn't see him.

"Do you really believe what he told you? How he would bring about a reign of peace and prosperity? All Dwarves are the same. They all become engulfed in their own greed and sense of self pride. They did so long ago and will do so again." Smaug proclaimed with anger,

"And what are you then? You sit here atop all this treasure that a creature such as yourself has no use for. You can't exactly go out and buy things being who you are you know? You attacked their home and took it from them. Why? So you can create nothing but terror and misery and selfishly take the treasure for yourself. The state of the world not mattering to you. People are dying and starving the men and women of the Lake are faced with a horrible political struggle. You seem intelligent for a creature of your like. If you cared about anything or anyone you could be of some use to the people of Middle Earth. They would look up too you instead of fear you." Peggy said as she saw Smaug snarl. While she didn't think she would make the Dragon turn not feeling on board with that idea anyway having already felt conflicted by that idea with the various scientists they had recruited after the war all she was really doing was pushing his buttons.

"Fear is my ally. It keeps the local fools in line. They know their place and know not to disturb me because they have seen and felt my wrath first hand something you would not know. Being as it may that you are from another world entirely. Agent Margaret Carter" Smaug said with a sinister sneer.

Peggy stood there feeling a shiver as his baritone voice ran down her spine as Smaug continued "I have seen and heard much through the great vine. Such an idea and how you came here fascinates me. Perhaps tell me more and I may spare the Dwarves lives."

Peggy knew what he was getting at. Even if she knew how to return home she wouldn't allow Smaug to come back to Earth. She'd rather die. "No. I already have one person in my world obsessed with wealth I don't need another. Besides unlike you he actually spends and uses it yet I still have the feeling all his wealth in his vault combined with his company outlets could rival this cave of wonders easily. While you meanwhile sit here on your tod happy as a clam with your gold. Yet the minute someone moves a piece slightly out of place, you lose it. Obsessed with your own greed? You might as well be a Dwarf."

"Do not compare me to them! They are a sickness! A light upon the world that I shall gladly burn out. What should have been burnt out long ago!" Smaug yelled as his chest began to glow with a light forming on the inside. Before he could do anything he heard a slight movement as he then remembered Bilbo. Turning his head back and streaking forward, jaws open, he went to eat Bilbo.

However, Bilbo at last minute quickly put on his ring and disappeared causing Smaug's jaws to close on empty space. Angrily, he raised his head again, as the glow from his chest traveled up his neck; Roaring, Smaug bellowed out a massive wall of flames over the area in which Bilbo had been standing. Unseen by him, coins on the ground began to move as the invisible Hobbit ran away and up some stairs. Peggy looking over remained just as confused as Smaug was right now as she quickly ran the same direction. Reaching a hallway, Bilbo exhaustedly pulled off the Ring as he continued running.

Angered that he lost two intruders and potential prey for him to feed on Smaug raged about, blowing fire and destroying pillars, his roar echoing in the distance.

"You think you can go far?! There is no room untouched no crevice where I won't find you! No matter where you go mark my words! You are mine!" Smaug bellowed with anger.

Having managed to get away Bilbo stopped for a moment as he then looked behind him and saw Peggy catching up with him. Making sure the Ring was hidden he turned to Peggy.

"Peggy. What are you..." Bilbo began

"What was that?" Peggy asked

"What was what?" Bilbo lied

"Don't you bloody lie to me. What did you just do? How did you vanish like that?" Peggy asked

Bilbo stood there contemplating what he was about to say. He decided he couldn't hide anything anymore "I found something in the tunnels. It wasn't my courage. Well I did but I found something physical as well as metaphorical"

"What was it then?" Peggy asked curious.

"This." Bilbo said as he pulled out the Ring.

Peggy reached to touch it as Bilbo pulled it away from her. "Bilbo. Let me see it."

"No! I mean I can't let you." Bilbo said feeling intimidated.

"I just want to see it. I'll give it back. I promise." Peggy said with sincerity.

Debating for a moment Bilbo relented as he handed the Ring to Peggy who began to inspect it.

"So you just found this?" Peggy asked

"Yes. It slipped from somewhere and I picked it up" Bilbo said. He wasn't entirely wrong it did slip he just didn't say who lost it.

Looking at the Ring Peggy felt a sense of unease come over her. It was as if a presence of evil loomed over this simple piece of jewellery. Gasping she then saw a vision of a what could be described as an eye with a man decked out in silver armor in the center of it. She then saw an army march across the way bred for war. She caught a glimpse of someone helmeted in a similar but more bulkier armor with a logo in the middle of it she couldn't make out as many others followed this individual wearing a similar kind of logo on their helmets. Unbeknownst to her this is the Red Skull and his army. Peggy then heard a voice.

"You think you can face me? I am beyond the power of any mortal man. Beyond any mortal female. Most certainly beyond more than a mere girl such as you. No matter what you do people die around you. You think your friends shall stick with you? As long as they stay with you they shall burn and you with them." the voice bellowed as Peggy dropped the Ring as she then began to shake fearfully.

Sinking to the ground she sat there stunned and more scared then she ever could be. She never liked showing true fear out of the possibility that people would use it against her but she couldn't contain herself. She thought back to how Colonel Phillips proclaimed to the men during their training about how they would guide Adolf Hitler into the gates of hell. Well whatever she just saw was like looking into the gates of hell itself.

Bilbo discreetly picked up the Ring and put it back into his pocket. "Peggy I'm so sorry."

"Just do me one favor." Peggy asked

"What?" Bilbo replied.

"Never use that thing again. In fact get rid of it. I don't know how to describe it Bilbo but it's dangerous. Whatever it just did it pulled at me. And I think it will you too." Peggy said as Bilbo looked conflicted

"Right. And I'm sorry for not telling you. I just didn't know how too break what this is to anyone. There's just something about it. I want to keep it. As my own. My precious. Please don't tell anyone. Especially not Gandalf." Bilbo said as he remembered Gollum muttering the same thing.

"I'm disappointed in you. But if I were to reprimand you about lying to people closest to you that you only did to protect them then I would be seen as a hypocrite. We all have secrets Bilbo. Some we can't keep. It took everything in my power to try and keep mine. How long do you think you can keep yours?" Peggy asked as she then heard Smaug's roar echoing in the distance. "Come we have to move."

"Right" Bilbo said as the two began running down the hallway.

* * *

Night began to fall in Laketown, as Bard finally woke up in a cell, rubbing his head as he woke then jolting upright when he realized he was in prison. Braga and his soldiers all the while were drinking and partying nearby unaware of the terror that was about to befall them.

Bofur meanwhile was running through Laketown, trying to find Kingsfoil.

"Na." Bofur said as he smelt some flowers on a windowsill, rejecting them.

As he continued running about he remained unaware of, Bolg and other orcs spying him from a rooftop.

"Khozd!" (Dwarves!") An Orc cried out while Bolg growled softly. Bofur finally manages to find a pig eating some weeds. Yanking it out of the pig's mouth and examining it, he smiled realising this was it. Quickly he turned around in order to get back to Kili all the while Bolg and his Orcs were following on the rooftops.

At Bard's house, Sigrid was leaning over the balcony outside the front door, looking for her father. Hearing a noise she tried to call out hoping it was her dad.

"Da? Is that you, Da?" Sigrid called as she looked around for Bard, not looking up to see Orcs creeping on the roofs of the neighboring houses.

Inside, Oin suddenly stopped as he began to hear a noise on the roof and looked up. Jarvis who was attending to Kili looked at Oin confused as did Sousa.

"What is it?" Sousa asked.

As Sigrid turned to walk back inside, an Orc suddenly dropped on the balcony behind her. Screaming she quickly slammed the door, as the Orc managed to stop it with his sword. Hearing the screams, Bain, Tilda, Sousa, Jarvis and the dwarves jump up.

"Sigrid! We're coming!" Jarvis called out as he ran to her as fast as he could.

As Bofur continued to hurry toward Bard's house he had no time to react as an Orcs suddenly leapt at him from above. The Orc swinging its axe, caused Bofur to fall backward and drop the Kingsfoil. Another then pointed the Skull's device at him leaving Bofur confused as to what it was. All he knew was that it was trouble.

At the house, another door opened as an Orc strode inside. Oin quickly thinking grabbed a stack of plates and threw it at its head, with another Orc managing break through the roof and fall into the house. The first orc at the door tried to swing at Sigrid, causing her to fall backward onto the table benches. Feeling there was no time to waste she slid under the table pulling the bench sideways next to her as a shield. Not wasting time Jarvis leapt at the Orc who was attacking her as he grappled with him. Eventually he used his kick boxing techniques to kick the Orc in the leg distracting him as he dropped his sword. Quickly grabbing it Jarvis wasted no time in stabbing to death the creature who almost killed one of the children he swore to protect. Searching through the corpse he pulled out a dagger from the belt. Turning to Sousa he prepared to throw it too him hoping he wouldn't hit anyone.

"Chief Sousa. Catch!" Jarvis said throwing the dagger to Sousa as he failed to catch it, instead the dagger stabbing the Orc he was grappling with killing it.

"Thanks" Sousa said as he pulled the dagger out along with the sword. Before he went any further he saw the Skull's device attached to the back of the Orc's corpse as he picked it up examining it.

"What in the name of..." Sousa began before an Orc leapt him causing him to hit the device and activating it as a powerful magic blast erupted from it annihilating the Orc and turning it to nothing more than a puddle of blood in one go.

"I don't know what the hell this is. But better its in my hands than his." Sousa said as he quickly began firing on more Orcs destroying them.

Fili looked over at was happening being somewhat confused as he grappled with an Orc. Managing to take a dagger he stabbed the Orc with it, killing it. Taking his sword he then grabbed the Skull's weapon as he messed with it until he got accidently fired it at an on coming Orc, destroying it.

"Forget the sword. I'm keeping this." Fili said as he fired at the Orcs.

As another orc fell in through the roof, Tilda threw a plate at it, cutting its head off. Jarvis quickly moved her out of the way as he then felt Sigrid pulling her sister under the table as well.

"Get down!" Sigrid chided

"And that goes for both of you" Jarvis said as he bent down to them before returning to the battle.

Jarvis looked over at an orc that was threatening Bain. He was about to run over and help when he saw Bain push a bench at it, knocking it over.

"Bain grab the bench!" Jarvis called out.

Bain complied without hesitation as he grabbed the end of the bench and threw it up, hitting the Orc in the head. More orcs continued to jump in through the roof, as one fired one of it's guns destroying part of the house, but accidently causing part of the house to collapse on it, killing it.

Seeing that everyone else that was occupied one of the Orcs took this opportunity to approach Kili, who was lying in bed helpless.

Bofur tried his best to crawl away, as the Orc grabbed him by the legs and pulled him back, then throwing him onto a table that tipped causing Bofur to roll away. The orc raised its sword to cut Bofur down, suddenly being skewered by an arrow through its chest as it then fell over dead.

The orc with the gun had barely any time to act as it also was stabbed and killed by an arrow causing it to fall over and drop its gun that went off killing the Orcs surrounding Bofur.

In the house, the girls screamed as an Orc flipped over the table they were hiding under. Jarvis grabbed it's neck without hesitation as he tried to break it.

"Normally I try to avoid such violence but if one provokes me I can become quite threatening as you plain well see. So please do not resist" Jarvis said as he broke the Orc's neck.

Distracted Jarvis didn't see another Orc come up behind him as it hit him in the back of the head causing him to fall to the ground unconscious. The girls screamed but quickly were saved by Sousa gunning down and destroying the Orc with the gun. Normally they'd be asking questions but they were just grateful to be alive. Tilda without hesitation ran to Jarvis as she tried to wake him.

"Tilda!" Sigrid called out.

"Mr. Jarvis wake up!" Tilda cried

"Come on Jarvis you're not down yet. I saw you disarm a bomb if you can survive that you can survive anything." Sousa said as he tried to slap Jarvis awake. Jarvis slowly woke as he rose up slowly. Not even wanting to see his own well being he thought of the only thing that was on his mind.

"The children are they..." Jarvis began before he felt Tilda hug him as he returned her hug.

"You said in the stories you were a servant. Well to me you're a knight" Tilda said smiling as Jarvis pulled her away as tears began to form in his eyes. He then let go of Tilda as he shoed her over to her sister who held her tightly.

Sousa and Jarvis hearing a noise looked over to see another Orc leaping to the balcony in front of the house. The two couldn't even react as they suddenly, saw Tauriel appear and stab it in the throat with her knife. Looking over at the two she gave them a respectful nod as Jarvis awkwardly waved. Getting to work she pulled out her other knife as well, and began to kill the Orcs in the house. She then stopped for a moment to look over at Sousa who had just finished gunning down an Orc. Noticing this he walked over to her and handed it to her.

"Take this. You might need it" Sousa said as he then continued stabbing Orcs and knocking them over with his crutch. Trying to figure it out Tauriel managed to get it working as she used it to fire on an Orc, annihilating it. Bewildered for a moment by the magic on display she quickly continued as more Orcs cornered her.

"How come she gets one of those weapons and I don't?" Jarvis asked

"All the Orcs seem to have them. Just grab one. They won't give them up though so you might have to kill them." Sousa said as he stabbed another Orc and knocked one down and crushed its head with his crutch.

"What do you think I've been doing?" Jarvis asked annoyed as he quickly stabbed an Orc that was coming towards him.

Nobody could hear Legolas jumping in through one of the holes in the roof as he too began killing Orcs with expert precision. The Orc who was approaching Kili going for the kill grabbed him by the wounded leg all the while Kili could only scream in pain. Tauriel noticing this handed the gun to Jarvis.

"Here. You wanted this did you not?" Tauriel asked as Jarvis took it from her.

"You are continuing to be filled with surprises Lady Tauriel I believe." Jarvis said trying to remember their savior's name.

"Yes I am, one they call Mr. Jarvis." Tauriel replied as she quickly threw her knife, plunging it into the Orc's throat, thus saving Kili's life.

"Actually it's just Jarvis" Jarvis replied

"Very well then Mr. Just Jarvis" Tauriel replied "I am glad to assist you."

Jarvis sighed as he then saw Tauriel walk away as she and Legolas continued to slay Orcs left and right.

"Get down!" Fili ordered as he grabbed Bain, forcing him down while an Orc ran at them

Tauriel quickly killed the Orc, as she then turned to kill another one. Kili reaching managed to stab the Orc as well with the knife Tauriel had thrown earlier, as they together kill the Orc. The victory was short lived however, as Kili fell over onto the floor, howling in pain. All Tauriel could do was look at him in worry as she on the inside desperately wanted to help him but wasn't sure how and couldn't anyway because of the battle at hand.

Feeling they were distracted so they couldn't see him an Orc, Bolg's lieutenant, quickly fled from the house and jumped over the balcony, landing in a boat in the water below.

"Ekinskeld. Obguranid!" ("Oakenshield has gone!") The Orc yelled to Bolg, who was striding toward the house.

"Gur! Arangim!" ("Fall back! Regroup at the bridge!") Bolg ordered as the remaining Orcs join him.]

In the house, Legolas manages to stab an Orc and trip it, causing it to fall backward over the balcony railing and land in the boat below. The boat acting like a seesaw ended up sending Bolg's lieutenant orc, who had jumped into the boat earlier, flying up into the air, where Legolas sliced off its head with his knives. As the orc's body fell into the water below, its head was still looking at Legolas who then released the head as it fell. Legolas looked down below to see the boat exploding from having one of the Skull's devices be activated as he widened his eyes in both awe and confusion. He then looked over to see the remaining Orcs running through Laketown after Bolg.

Bofur dazedly managed to get up and see the Kingsfoil lying in front of him and also all the destroyed Orc bodies around him. Normally he would joke about having missed something but was too dazed and focused on the task at hand to do so.

"You killed them all." Bain said as he spoke to Tauriel as well as Jarvis and Sousa amazedly.

"We promised you that we would protect you son. And we stick by that" Sousa said putting his hand on Bain's shoulder signifying they would not abandon them.

"There are others. Tauriel, come." Legolas ordered as he strode toward the door. Tauriel, who had been looking after Kili, looked up at her friend with worry in her eyes. Kili was now on the ground, with Oin examining him. Jarvis moved away from Sigrid and Tilda who stuck close together as he went to help Oin hold Kili down

"We're losing him!" Oin called out worriedly

Tauriel, looking shocked, looked at Kili, then at Legolas, who was waiting at the door.

"Tauriel." Legolas said feeling a little frustrated but he tried not to show it. Legolas looked at her for a moment as he then walked out the door while Tauriel remained standing.

Legolas jumped over the balcony and onto a bridge, as he then began to run. Tauriel looked away from everyone as she began to head out the door to follow Legolas. Just as she reached the door however, she once again heard Kili moan in pain. Having made her choice she turned to look at him deciding she was going to help him. Legolas meanwhile had managed to catch up to the Orcs and shoot one at point blank, the arrow going all the way through its head and into the wood planking behind. Tauriel could see this in the distance as she then returned to looking at Kili. Hearing a noise, Tauriel grabbed her knives,

"What's going on?" Jarvis asked

Jarvis then saw Bofur running up with the Kingsfoil as he went to pull her back. "No killing won't be necessary my lady he's with us."

Not listening Tauriel eyes opened in shock as she took the leaves from Bofur's stunned grasp.

"Athelas." Tauriel breathed as she reverently examined it. "Athelas…"

"What are you doing…?" Bofur asked confused

"I'm going to save him." Tauriel answered as she quickly went to go attend to Kili.

Bofur looked over as he saw Jarvis offer help him up. He nodded in appreciation as he took the butler's hand. He then looked over and saw one of the Skull's guns as he asked a question that was on everyone's minds. "What is that?"

"I wish I knew Master Dwarf." Jarvis said confused as to how suddenly the Orcs had energy based weapons they never had the knowhow to build before. Something was wrong and he didn't like any of the possibilities because all of them spelt more trouble and they had enough of that going on as it is they didn't need more.

* * *

In the mountain, Thorin has meanwhile decided to save Bilbo and Peggy. He charged through with his sword out through the tunnels, stopping as flames lit up the walls of the tunnel. He then ran out onto the same overhang Bilbo and Peggy had both earlier reached, then stopping abruptly when he saw the mountain of treasure all around him breathing heavily at the sight of it. Just then, he saw Bilbo ran up to him.

"You're alive!" Thorin proclaimed both confused and amazed

"We both are" Peggy said as she caught up to them.

"Not for much longer!" Bilbo frantically yelled

"Did you find the Arkenstone?" Thorin asked

"Well you have your priorities straight don't you?" Peggy asked annoyed.

"The dragon's coming!" Bilbo frantically yelled feeling bewildered that all Thorin was asking about was the Stone and wasn't concerned for their lives.

"The Arkenstone!" Thorin demanded not listening as they were now standing at the entrance to the tunnel, Thorin blocking Bilbo's way. They paused and looked at each other for several seconds as Thorin glanced at Peggy who was giving him a stern look.

"Did you find it?" Thorin asked speaking again, more quietly.

They stared at each other for several seconds, panting heavily before Bilbo gave him an answer.

"No. We have to get out." Bilbo said trying to get him to understand.

"He's right. Unsurprisingly breaking and entering is something he isn't fond of. Plus I imagine he's long overdo for his afternoon tea and we look to be a good main course." Peggy added.

Bilbo stepping forward tried to enter the tunnel, as Thorin swung his sword across it, blocking the entrance. He pressed the blade against Bilbo, causing Bilbo to stumble back, the sword still touching him.

"Thorin. Thorin!" Bilbo cried as he and Thorin faced each other, with the tip of Thorin's sword against Bilbo's chest.

Thorin not listening stepped forward, forcing Bilbo to step back. Bilbo's eyes were open in fear, while Thorin's face was steel and blank of emotion.

Peggy quickly moved as she grabbed Thorin's arm and squeezed it. "Don't tempt me to break it. You know I could." Peggy sternly threatened.

Suddenly, Bilbo looked off to the side, as Thorin also began to fall out of his trance and hear a sound in that direction. Peggy slowly let go of his arm as she too began to hear it. Thorin turned to see Smaug approaching over the mountain of treasure as Peggy and Bilbo also gazed at the Dragon.

Smaug, recognizing Thorin, snarled in anger at seeing the heir to the throne had truly made it here to the mountain against all the odds he shouldn't have been able to face. Suddenly, the remaining dwarves ran out of the tunnel to face Smaug, their weapons out.

"You will burn!" Smaug roared as he rushed at them; his chest and neck glow orange.

"You first" Peggy threatened not trying to show fear or intimidation from the Dragon.

Just as Smaug could bellow fire at them, the dwarves, Peggy and Bilbo turned and jumped off the staircase. They tumbled down to the pile of treasure, landing near the entrance to another tunnel, which they then ran into.

"Come on, Bilbo!" Dori frantically yelled as he made sure the Hobbit was following him.

Angrily, Smaug breathed fire in all directions feeling frustrated beyond all belief. Thorin, the last one in the door, is ultimately pushed in by the force of the flames. He then ran into the room at the other end of the tunnel with the back of his coat on fire, as he threw himself on the ground and rolled to extinguish the flames.

"Come on." Thorin ordered as he jumped back up.

"Well at least we're on the same page again" Peggy said as she and everyone else ran all the while Smaug roared behind them.

* * *

 **Author's Note: So yeah that's that chapter done. I didn't plan to initially start any of my main on going stories again until the new year instead putting my focus into some other story that I don't plan to continue that far ahead and want to have done by the end of the year. But since the 15th anniversary of Fellowship of the Ring passed and because it's Christmas I couldn't help but at least put out one more chapter before the year was over.**

 **So a lot of things went down in this chapter I guess you could say. A lot of people have been waiting for a Peggy and Smaug confrontation and I hope I did it well and made their conversation and arguments believable enough. And given how much I found it hilarious when I first saw it I couldn't help but bring back Peggy's exclamation from the first episode of Agent Carter for the first proper sight of Smaug since it sums it up pretty well.**

 **So Peggy now knows of the Ring. Really I couldn't go through this story without her learning of it. Of course she doesn't know of it's full capabilities but neither does anyone else yet. That doesn't mean she may do so in the future though it may not be for this story exactly. Again I'm holding off on plans for a sequel until the end but be thinking whether you want it or not because if the demand is there I certainly will do it and have already got some ideas in mind.**

 **So Red Skull has an army of super powered Orcs at his disposal thanks to magic. Trying to create the various devices the Skull makes while making them believable is difficult but being a technical genius and also having access to magic allows for the Skull to conjure up whatever he can warp up in his mind as best as he can I think and in case you were wondering the devices were basically a variation on the energy based Tesseract powered weapons that the Hydra soldiers previously used in Captain America The First Avenger. Also what is that suit of armour he's building? One reveal at a time I'm afraid.**

 **Also if you've seen Marvel's recent film Doctor Strange then you might spot the reference to it in Tauriel and Jarvis's conversation. Also present in this chapter is a Rogue One reference which because I've only seen it once so far the lines might be inaccurate and are me just paraphrasing. Also if you haven't seen it then go see it. It's a entertaining film that pays homage to previous Star Wars films while also expanding and doing new things with it and honestly I liked it better then Force Awakens but that's just me.**

 **Anyway I think that's it for now. To all those who have been reading this story this year and the rest of my stories I thank you for your continued support. I wouldn't be doing these stories if it weren't for you reading them. I hope you all have a Merry Christmas and a Happy Holidays and an even better New Year. This is your friend Steve993 signing off and I'll see you in 2017.**


	17. The Wrath Of Smaug

**Author's Note: First off a long overdue Happy New Year to you all. I hope you had a great Christmas and an even better New Year. Took a break but now here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

At Bard's house, Tauriel was washing and tearing apart the Kingsfoil in a tub of water held by Tilda. Fili, Oin, Jarvis and Bofur helped to pick up a moaning Kili and lay him on the table, trying to hold him down. Sousa meanwhile was keeping an eye out in case anymore Orcs were hiding around.

"Hold him down." Tauriel ordered as she approached him with the bowl of water and examined his wound. Seeing how black and festered it was, she looked away in worry. As the others looked on in worry, Tauriel managing to collect herself closed her eyes and began chanting in Elvish while kneading the soaked Kingsfoil in her hand, then pressing it to Kili's wound.

"Menno o nin na hon i eliad annen annin, hon leitho o ngurth." ("May the blessing that was given to me be sent from me to him, may he be released from death.)" Tauriel began as she healed the wound

Kili still however could only scream and thrash in pain, Sigrid quickly jumping in to help hold him down.

"Tilda!" Sigrid yelled calling to her sister to come help as well.

Tauriel continued chanting; Everyone was having a different reaction to this. Fili was looking at her strangely, and Oin was listening in amazement through his fairly dented hearing trumpet. Kili eventually began to calm down. In his hearing, it seemed as though Tauriel's voice had become echoing and all-encompassing. To his vision, she appeared to start glowing like a star. All he could do was stare at her, glassy-eyed.

Sousa taking a break from the watch walked over as he too caught sight of what was happening.

"Do you think she can save him?" Sousa asked

"I feel Chief Sousa we are about to witness a miracle. So yes I believe she can" Jarvis said smiling as they looked on.

* * *

In Erebor, everything was now quiet and dark. There was no sign of either the dragon or the dwarves. Suddenly, footsteps were heard as the dwarves, Bilbo and Peggy emerged out of a tunnel and approached a stone bridge over a chasm.

"Shh. Shh." Thorin whispered raising his hand to quiet the group.

"Quiet." Dori muttered

They continued near the foot of the bridge, Thorin peering around the edge of the tunnel, looking for any sign of Smaug.

"We've given him the slip." Dori whispered

"First rule of battle never underestimate your enemy" Peggy said not feeling convinced

"Are you sure Ms. Carter?" Ori asked with worry

"No she's right, he's too cunning for that." Dwalin said agreeing with Peggy

"So where to now?" Bilbo asked

"The western guardroom. There may be a way out." Thorin answered

"It's too high. There's no chance that way." Balin said not agreeing with the plan

"It's our only chance. We have to try." Thorin said feeling determined

"Well there's no time to waste then" Peggy said agreeing with Thorin.

Quietly, they then began to tiptoe across the bridge, looking all about. Suddenly, a coin fell to the floor right in front of Bilbo, ringing loudly. They all froze and looked at Bilbo, who franticallywas checking his jacket to see if some coin had been stuck in a fold. Hearing another coin fall, they all looked up to see Smaug crawling just above them, looking for them but he hadn't seen them yet. The coins that fell came from his chest and arms, where several coins and gems had embedded themselves after years of him sleeping on them. Thorin motioned for them to keep moving.

* * *

At Bard's house, Tauriel was binding Kili's leg with a clean cloth while laying him on the table with his head in a basket of walnuts. Oin, Jarvis and Fili were in the kitchen, watching a pot of water boil.

"I've heard tell of the wonders of elvish medicine. That was a privilege to witness." Oin said in amazement

"Indeed Master Dwarf. Perhaps there is some hope yet after all in what now may be our darkest time" Jarvis said with optimism

"Tauriel." Kili said ashe slightly opened his eyes and looked at Tauriel.

"Lie still." Tauriel ordered with a calm but firm tone

"You cannot be her." Kili said with awe and confusion

Tauriel looked up at him in confusion.

"She is far away. Sh- She is far, far away from me, and she walks in starlight in another world." Kili muttered still in a dazed and confused state

Tauriel continued looking at Kili. Unbeknownst to her Jarvis and Sousa were observing this display of affection as well.

"It was just a dream." Kili said as he slowly raises his hand and entwined his fingers with Tauriel's "Do you think she could have loved me?"

Tauriel was silent for a few moments as she then opened her mouth to speak but didn't. Sousa watched this with mixed emotions as Jarvis looked over at him noticing from the look on his face that something was dwelling on his mind but decided not to ask about it.

* * *

In Erebor, the Company after awhile of running eventually managed to emerge in the western guardroom.

"Stay close." Thorin whispered

They all stoppped abruptly though when they find that the guardroom was filled of rotted, dust- and cobweb-covered corpses.

"That's it, then. There's no way out." Dwalin lamented

"The last of our kin. They must have come here, hoping beyond hope." Balin lamented as he observed the corpses of the fallen Dwarves.

"It seems like a landslide or something blocked the exit. They didn't have a chance. I'm so sorry" Peggy said as she observed the display of death with a feeling of pity and sadness.

"We could try to reach the Mines. We might last a few days." Balin proposed trying to appeal to Thorin.

"No. I will not die like this. Cowering, clawing for breath. We make for the forges." Thorin said with a feeling of determination and finality.

"He'll see us, sure as death." Dwalin said still feeling sceptical.

"Not if we split up." Thorin said proposing his plan.

"Thorin, we'll never make it." Balin said still feeling unconvinced.

"Some of us might. Lead him to the forges. We kill the dragon. We have come to far to quit now. Have you forgotten your pride? Our love for home? Why we began such a dangerous path and strived to live on despite everything was against us? We never quit. We are Dwarves of Erebor. If I die today or die with my sword in hand in the end I will not leave until I see to it that the dragon is no more. If this is to end in fire, then we will all burn together." Thorin said as he caught a glimpse at Peggy giving him a look of respect.

Everyone now feeling their spirits lifted all held their weapons ready to fight no matter what. Quickly the team split with Thorin, Bilbo, Peggy and Balin running out onto the bridge from earlier.

"This way!" Thorin yelled signifying them to follow him

A booming sound suddenly came from nearby, as Smaug appeared

"Flee, flee! Run for your lives! There is nowhere to hide." Smaug mocked, sneering at the four ready to eat them.

"Well you sure took your bloody sweet time. We were beginning to think you slowed down. Tell me when was the last time you hunted that you must be so out of practice?" Peggy mocked in return causing the dragon to growl.

"Practice?! I shall show you practice Agent Margaret Carer." Smaug yelled as he went to go at the four. Suddenly he turned upon hearing another sound. Dori, Ori, and Bombur were running on another bridge yelling to distract Smaug.

"Behind you!" Dori called out

Smaug looked at them, wasting no time to lunge toward them as he watched them quickly turn and run.

"Come on!" Dori yelled signifying his kin to follow

With Smaug distracted and now chasing the second group consisting of Dori, Ori, and Bombur, the first group of Thorin, Bilbo, Peggy and Balin continued their escape across the bridge. Suddenly, the third group, Dwalin and Nori, emerged running across another bridge also yelling to distract Smaug.

"Hey you! Here!" Dwalin called out waving his hand

Smaug turned and jumped at them feeling nothing more then anger and hunger. Just before his claw could where they were they manage to run off the bridge and into a tunnel, with the fourth group, Gloin and Bifur, also using this chance to run across a bridge and make it into a tunnel as well.

Angrily, Smaug blew fire after them. Feeling determined not to be beaten, he began to blow rapidly in an arc all around him, into all the tunnels with his fire causing the stones beneath Gloin and Bifur to glow in heat. Just in time however they reached a cliff and leapt into the air, landing in large troughs which they slid down, until they eventually landed in the buckets of a large hanging conveyor belt system used in the past for mining.

* * *

In Laketown, Bolg was striding across a bridge to issue command to his Orcs and Wargs who were waiting there.

"Zidgar Guldur-nar! Ekinskeld Erebor-nar nakhan!" (Send word to Dol Guldur! Oakenshield has reached the Mountain!") Bolg commanded

Bolg and the Orcs suddenly turned however after hear the sound of steel and fighting in the town behind them. The sounds were coming from Legolas, who was still pursuing the Orcs and killing them with his knives.

Bolg turned his back to the Orcs. "Gur! Abguriz!" ("Go! You! Come with me.")

As the Orcs turned to leave, Bolg and two Orcs stode back toward the town with the remaining Orcs and Wargs galloping across a long bridge connecting Laketown to the mainland.

Bolg stepped into a long alley just as he Legolas also entered it from the other side. They glared at each other for a moment before Legolas whipped out Orcrist, which he had been carrying at his hip. Holding it in both hands, he advanced toward Bolg without hesitation.

As they walked toward each other, the other two Orcs appeared out of hiding spots on either side of the alley attacking Legolas. Quickly however Legolas knocked the two of them down just in time to deflect a blow from Bolg. Legolas then began to fight all three Orcs at once, eventualy managing to knock down the other two again, he wasted no time in stabbing at Bolg's stomach.

Unphased however Bolg dropped his weapon and caught Legolas's sword between his arm and ribs. Pulling Legolas closer to him using the sword he then threw him against a wooden pillar causing Legolas to drop the sword. Before he could get up, Bolg grabbed him threw him again, this time into a wall as he then strode over to kick at Legolas, but Legolas quickly managed to grab Bolg's leg and knock him off balance and into the wall behind him. Legolas utilising his quick reflexes leapt into the air to deliver a flying punch to Bolg's face.

Grabbing Bolg he then began to smash his head repeatedly into the wooden post then throwing him against a wall, but Bolg rebound from the wall and quickly caught Legolas in a crushing embrace against his chest. Like a bear he squeezed Legolas who was now straining in pain. With no other means of getting out he motioned his head back into Bolg's face, forcing him to release him, then managing to pull out a knife and slice Bolg lightly on the stomach. Bolg catching him threw him toward the other two Orcs, who had gotten back up. As Legolas began fighting the two of them with his knife, Bolg quietly striding away, limping.

Legolas quickly dispatched the two Orcs and ran over to where Orcrist was lying on the ground, picking it up. As he strod, he suddenly fell back against a wall in pain, breathing heavily. His eyes opened wide in shock as he then raised his hand to his nose. He was shocked to find blood there not being used to the feeling. He looked to the side to Bolg on a Warg, heading out of the town.

Bolg riding across the bridge on his Warg was unaware that close behind him was not far behind him Legolas on a white horse.

* * *

In Erebor Balin, Thorin, Peggy and Bilbo were running through a large hallway. Balin turned into a side tunnel, but Thorin continued forward with Bilbo and Peggy at his heels.

"It's this way! This way! Come on!" Balin called as he stopped by the tunnel.

"Thorin!" Bilbo called having stopped but noticed Thorin was still running ahead.

"Turn around!" Peggy added as she saw Thorin turn and begin to go back to her, Bilbo and Balin, but then stopping suddenly. They all looked ahead to see Smaug at the end of the hallway.

"Follow Balin!" Thorin yellled to Bilbo and Peggy.

"Thorin!" Bilbo yelled not wanting to leave him as he felt Peggy grab his arm.

"Come on you heard him. We have to go" Peggy ordered as the two then headed back to Balin

"Come on!" Balin yelled as he pulled Bilbo into the side tunnel with Peggy not far behind just as Smaug's chest lit up with orange and unleashed his fire throughout the hall. Thorin running the other way leapt into the air, falling into a deep pit. He quickly caught onto a chain with a bucket at the end of it, as it then began to descend just as Smaug leapt into the pit as well. Smaug wasted no time in clawing his way down the tunnel, snapping at Thorin on the chain.

Dwalin ran up to the mouth of the pit having now caught up. "Thorin!"

Dwalin smashed his axe into the machinery holding the chain Thorin was holding on to, stopping the chain from descending abruptly. Beside Dwalin, a heavy holding bucket on the other end of the same chain began descending rapidly, causing Thorin's chain to fly upward Thorin himself soaring upward, narrowly missing Smaug's head.

Smaug turning however managed to grab the end of Thorin's chain, stopping its movement. Smaug then pulled down, at the machinery holding the chain at the top of the pit causing it to break free of its moorings and fall into the pit. Hit chain slack, Thorin fell and landed right on the tip of Smaug's closed mouth. He stood on Smaug's top lip not feeling any fear as Smaug did nothing more but growl and open his mouth; fire rising up his neck. Just as Smaug snapped closed his mouth to eat Thorin, however he quickly leapt to the side and grabbed another chain. Smaug turned to bite him, but only found the falling machinery striking him in the face. Nori, at the top of the pit, hit another machine, its gears spinning rapidly and pulling Thorin on his chain upward. Smaug roared and blew smoke straight up the pit after Thorin. Thorin however managed to reach the top and throw himself on a ledge just as the fire erupted beside him.

"Go! Go!" Thorin ordered as he stumbled over to Nori.

Thorin and Nori quickly managed to run through narrow slits between tall, stone pillars and join the other dwarves Peggy and Bilbo. They were now standing in front of several massive dwarf furnaces, each at least 10 yards high.

"The plan's not going to work. These furnaces are stone cold." Dwalin said feeling unconvinced.

"He's right; there's no fire hot enough to set them ablaze." Balin said agreeing with him

The furnaces themselves were all dark, with no sign of fire within. Peggy noticed that it would take a blazing fire to heat these up quickly. Something their enemy was emitting. She suddenly began to understand what was about to happen as she then looked over to see Thorin turning back toward the pit.

"Have we not? I did not look to see you so easily outwitted!" Thorin asked as he saw Smaug's claw emerge from the pit, his body following it.

"You have grown slow and fat in your dotage." Thorin said as he continued to taunt him.

Smaug though he knew what he was doing still wouldn't stand to be insulted as he snarled at Thorin in anger, determined to end him once and for all.

"Slug." Thorin said disgusted.

As Smaug snarled and advanced, Thorin quickly got behind a pillar and yelled to the others to do the same. "Take cover. Go!"

They all rushed behind pillars just as Smaug unleashed his flame at them with the fire going past the pillars and reaching all the way to the furnaces. The dwarves Peggy and Bilbo, though not in the direct path of the fire, still found themselves yellong from the pain, heat, and pressure.

As Smaug stopped, fire suddenly came out of the bottoms of the furnaces, that were now beginning to glow and work causing Smaug to growl in confusion and anger. The dwarves then ran from the pillars as Smaug began battering at them with his head. They were immensely strong, like a latticework of metal, but they eventually began to bend under Smaug's tremendous strength.

"Bombur! Get those bellows working. Go!" Thorin ordered walking past him.

"Alright!" Bombur replied as he ran and leapt onto a chain next to a forge. The chain slid down with his weight, as he then landed on the handle of a massive bellows. The bellows compressedand blast air into the furnace, which was now exhuming bright blue flames. On top of the furnaces was a massive pile of unrefined gold, at least 10 yards in diameter.

"Well it seems there were rivers of gold in here after all." Peggy said feeling somewhat surprised. "Also call me crazy but I think I just heard Bombur speak English for the first time."

Thorin turned to see the latticework continue to bend from Smaug's bashing. Peggy looked over noticing this as well realising that there wasn't much time to lose.

"One more push and this room will be breached. We need to move now!" Peggy yelled turning back to Thorin.

"Bilbo! Up there, on my mark, pull that lever." Thorin ordered pointing Bilbo toward a lever high up on a mound. Compling with no hesitation Bilbo ran toward it. The dwarves ran toward the forges as the latticework began to break.

Balin, can you still make some flash-flame?" Thorin asked grabbing hold of him

"Aye. It'll only take a jiffy." Balin replied

"Come on!" Balin said as he grabbed some of the other dwarves to help him.

As Balin ran off, Dwalin looked at the latticework, which was now bending dangerously from Smaug's blows.

"We don't have a jiffy." Dwalin said with worry as he found himself being dragged away by Peggy.

"Then we make one. Now come on!" Peggy ordered dragging him along.

Under the force of Smaug's onslaught, the latticework finally gave way and fell to the ground as he Smaug then began to storm into the furnace roon, looking about and growling.

* * *

In a storage room nearby, Balin and some other dwarves were frantically mixing together various powders into jars to make flash-flame bombs.

"Where's the sulfur?" Balin asked

"You sure you know what you're doing?" Dori asked with worry.

"When you've worked with Howard Stark you pick up knowledge on chemistry. I once tore up the house finding simple items around the house to create a compound needed to defuse a bomb that I saw detonate and it didn't exactly leave anything standing in it's wake." Peggy replied as he looked at her in astonishment before walking away.

"I believe the lad was referring to me Lady Carter. But your achievements are most impressive" Balin said complimeting her.

"Yes well let's hope this is enough. And if we have any left by the time this is over I'd advise keeping it. You never know when we might need it" Peggy said almost as if she was giving a warning.

* * *

Bilbo was climbing up some steps as he eventually reached the lever mounted high on a towe as Smaug began to slowly walk toward him.

Balin chuckled as he poured a vial of powder into empty jars.

"Come on!" Dori said frantically

"You want him to make a mistake and blow us all up? I didn't think so. Making and defusing bombs are delicate operations." Peggy said as she began to help Balin speed up the process.

"Quite right Lady Carter" Balin said as he dropped some small ball into each jar.

Smaug walked toward Bilbo feeling determied now more than ever to end him. Smaug raised his head to look at Bilbo, then looking to the side to see Thorin standing there as he turned and snarled him.

"Now!" Thorin yelled to Bilbo

Bilbo jumped into the air and pulled down on the lever just as Smaug lunged toward Thorin. Huge jets of water bursted out of carved faces in the wall behind Bilbo and slammed into Smaug, knocking him off balance and quenching the flames he was beginning to blow at Thorin. Smaug slid into the side of a furnace from the force of the water, with the glow in his chest disappearing. Roaring in rage, Smaug flapped into the air and began thrashing about madly. The jets of water causing a watermill to begin turning some gears, making the various rope conveyor belts to begin operating some of them being full of heavy chunks of rock and ore.

Bombur meanwhile was continuing to go up and down on his chain, pumping the bellows and turning the furnace fire blue. Atop the furnaces, the solid impure gold was beginning to glow and melt. Smaug having regained his balance began crawling toward Thorin again. Above him, Gloin and Bifur had now arrived on the bucket conveyor belt. As Bilbo began to climb down the mound, Smaug approached Thorin. Suddenly, there was a flash of blue light on the side of his head. Balin, Ori, Peggy and Dori were throwing flash-flame bombs at Smaug who remained not at all fazed by them as he continued toward Thorin. Above Smaug, Gloin raised his axe and cut the rope of the conveyor belt full of heavy rocks below him, dropping tons of rocks on Smaug and making him fall to the ground, roaring.

The gold atop the furnaces was completely melted now. Thorin quickly ran over to a furnace and pulled on a chain, opening a gate which allowed the molten gold to flow out of the furnaces and through troughs built into the ground.

Smaug, tangled in the ropes of the conveyor belt, thrashed about in rage hitting the rope of the conveyor belt Gloin and Bifur were in, breaking it and knocking it to the floor.

"Noo! Ahhh!" Gloin cried as they miraculously landed on the ground unhurt. Beneath Smaug, rivers of molten gold were now flowing through the troughs on the floor.

"Lead him to the Gallery of the Kings!" Thorin yelled as he turned and ran back toward the Dwarves

As Smaug thrashed about, one of the heavy metal buckets tangled on him was sent flying toward Bilbo on top of the mound.

Peggy noticing this called out to him."Bilbo duck!"

Bilbo compliying yelled as he quickly ducked, with the bucket missing him but still managing to take large chunks out of the wall.

Thorin grabbed a wheelbarrow as he began to ran while pushing it, dodging Smaug's thrashing limbs. Smaug's tail smashed into the base of the mound, cracking it and worrying Bilbo. Thorin however managed to throw the wheelbarrow into a channel of gold and leap into the wheelbarrow leaving it to float on the gold and carry it along. Seeing this, Smaug roared and whipped his head around, finally getting rid of the ropes and buckets tangled around him. He stomped over to a small entrance at the base of the mound where all the troughs of liquid gold join and lead out of the room. Before he could get to Thorin, Thorin on his wheelbarrow managed to float through the entrance, just as the mound collapsed and Bilbo fell though he managed to hit the ground rolling.

"Keep going, Bilbo! Run!" Thorin yelled

Bilbo took off running with Smaug in pursuit managing to leap onto a large stone slide before Smaug could grab him, causing Smaug to slide after him, demolishing all the stone structures nearby with his wings.

The trough Thorin was floating in however ended at a drop leaving him with no choice but to have his wheelbarrow go over the edge, leap from it and grab onto a chain the molten gold droping into a large stone mold.

Bilbo, running from Smaug, ran through a doorway and into a massive hall adorned with banners hundreds of feet tall. Just as he ran in, the wall above the doorway exploded as Smaug jumped through it. Bilbo ran frantically from the flying rocks, but found himself caught beneath the cloth of a falling banner and knocked to the floor.

"You think you could deceive me, Barrel-rider?" Smaug yelled as he leaped to the floor

Bilbo peaked out from the edge of the banner feeling afraid to move.

"You have come from Laketown. There is- is some sort of scheme hatched between these filthy dwarves and those miserable cup-trading Lakemen. Those sniveling cowards with their longbows and black arrows!" Smaug yelled as he found that he was talking to himself, his voice breaking in both anger and fear when mentioning the black arrows.

Bilbo remained hidden though a part of him was worried about what was going to come next out of Smaug's mouth. He would then find he was right to be worried.

"Perhaps it is time I paid them a visit. Congratulations Agent Carter if you around here listening somewhere for I am now 'getting off my tod'. I hope your satisfied. " Smaug said mockingly as he turned to go to Laketown.

"Oh, no." Bibo gasped as he scrambled out from under the banner and yelled at Smaug. "This isn't their fault! Wait! You cannot go to Laketown."

Hearing this, Smaug stopped for a moment, then turning toward Bilbo, who was running after him. "You care about them, do you? Good. Then you can watch them die."

Smaug turned to go stride off down the hall. Suddenly, a voice sounded from one end of the hall, where there was a massive stone structure that looked roughly like a dwarf. The voice was Thorin's as he was now standing atop the structure. "Here, you witless worm!"

Smaug stopped in his track, snarling and squinting in anger as he then turned toward Thorin. "You."

"I am taking back what you stole." Thorin declared with a tone of defiance

Smaug slowly stalked toward Thorin. "You would take nothing from me, Dwarf. I laid low your warriors of old. I instilled terror in the hearts of men. I am King under the Mountain." His head was level with Thorin now with Bilbo watching from an adjoining hall.

"This is not your kingdom. These are dwarf lands, this is dwarf gold, and we will have our revenge." Thorin declared with a feeling of finality

Unseen by Smaug, there were chains attached to various places on the back of the stone dwarf structure Thorin was standing on, with the ends of these chains being held by Peggy and the other dwarves. Smaug's chest and neck began to glow with fire, while Thorin slowly reached up toward a rope above him. Just as Smaug opened his mouth, Thorin yelled something in Khuzdul as he then yanked on the rope, with a pin behind the stone falling out, and releasing heavy wooden bands and chains that had been wrapped tightly around the stone.

Smaug reared his head in confusion at this as but whatever this was he was sure it was a trick that he soon would make them pay for. The other dwarves and Peggy pulled mightily on their chains, as more pins similar to the first were being pulled out of the stone. The stone structure, which was now revealed to be the mold into which the liquid gold from earlier poured into, fell apart to reveals a massive statue of a dwarf king, made entirely out of solid gold. Thorin swung away on a rope to escape the falling rocks while Smaug looked at the golden statue, which was even larger than him, in awe and desire and as he approached it, his mouth opened slightly in greed.

Suddenly, the gold around the statue's eyes beganto warp and then explode into liquid; the gold in the statue had not yet fully solidified, and the entire statue collapsed and exploded into burning hot liquid. Smaug roared in anger as the statue melted, and scrabbled backward to escape the gold. However, he couldn't move fast enough as the tidal wave of gold hit him and knocked him over. He roared in anger now being left entirely smothered and drowned in the gold, which filled the entire hall in a layer several feet deep.

The gold settled, with no sign of Smaug to be seen. The dwarves began to smile in joy, but suddenly, the surface of the golden lake exploded as Smaug leapt out. He was now entirely covered in gold, and screaming in anger and pain.

"Oh come on?!" Peggy yelled as she threw up her hands in disbelief.

"Ahh! Revenge?! Revenge! I will show you revenge!" Smaug yelled in anger as he stomped about and tried to shake off the gold he was covered in "Know that the deaths of many will be on all of your hands! And that the rivers of Lake Town will not be enough extinguish my fire!"

As the dwarves and Bilbo looked on in shock, Smaug ran down the hallway and prepared to take off in flight. Before he could do so however he felt something climb on his back as he then found it to be Peggy with her sword in hand having caught up to him as she stabbed and sliced a bit of his back. Though she didn't leave much damage on him he was still angered nonetheless. Peggy raised her sword above his neck ready to cut his head off.

"I will kill now if you take off. You wouldn't even reach the entrance to the Mountain before this meets your neck." Peggy threatened as she heard Smaug sneer and snarl in response.

"Ah you're friends are there. You left behind them so that you could help these pitiful dwarves complete their quest. Pathetic. Regardless of whether they came with you or not sooner or later they would have died by my hands or someone else's." Smaug threatened putting an emphasis on the last two words in his sentence.

Peggy sat atop him contemplating what he said. She knew he was playing her. She couldn't give into his taunts. If she didn't strike or do something Sousa, Jarvis, Bard everyone in Lake Town would die. She wouldn't let that happen. She made a promise to them and would abide by it even if she had to die to do so.

"I smell your fear. Your hesitation. Your worry. That no matter how much you try to protect them including the ones you love most you have the feeling inside you that you will fail. Because if I can recall what I was told. Sooner or later everyone around you dies!" Smaug shouted as Peggy trembled at hearing those words that Jarvis told her once out of frustration when Frost had hurt Ana even though she knew he didn't mean them but there was some truth to it. But she wouldn't let this define her she had gotten over this now.

"Your words are poisonous as your actions are cowardly!" Peggy said as she raised the sword in the air ready to strike but before she could do so Smaug's next words caught her off guard.

"The destruction of that pitiful town is only the beginning. Know this Agent Carter. If you cut off my head. Two more shall take my place!" Smaug shouted as he felt a shiver come up above him from Peggy causing him to smile in delight.

"What did you say? What do you mean by there will be others?!" Peggy yelled as she demanded the dragon to tell her what was going on.

Before anything could be said however Smaug used this distraction to move and throw Peggy off of him causing her to fall as some of the Dwarves ran to catch her safely as she then got up and regained herself but found that Smaug had already ran off and flew away.

Outside the mountain, it was night with the great doors of Erebor being closed and shut. Suddenly, the side of the mountain began to break as an enraged Smaug smashed his way out. He flapped his wing and lifted off into the sky, spinning and causing the remaining gold on him to fall off in a golden shimmer. He then swooped off toward Laketown determined to have his vengeance.

* * *

In Laketown, people were able to see the fire and light coming from the previously closed gates of Erebor, as they all began to shout and cower in fear with Bard grabbing the bars of his cell in shock. In Bard's house, the dwarves, children, Jarvis and Sousa and Tauriel looked about in fear.

Jarvis sensing Sousa's worry put his hand on his shoulder to calm him down as the two looked on toward the Mountain both having the same thought and fear on their mind and praying they were wrong.

* * *

Bilbo was running out of the destroyed gates of Erebor as he climbed up some ruins, looking after the flying Smaug. He fell to his knees in defeat as he then looked over and saw Peggy wandering behind him feeling lost and defeated.

"Peggy... I" Bilbo began before she walked up to him and looked on after the dragon with mixed emotions of both anger and sadness.

* * *

"Listen to me! You don't know what is coming!" Bard yelled to Braga and the soldiers, who were partying in their barracks nearby, and ignoring him.

* * *

Smaug soared through the air toward Laketown, talking to himself as he gave one final proclaim that would send fear in the hearts of many "I am fire. I am...death!"

* * *

Watching him fly away, Bilbo despairingly panted and looked on in shock as he then turned to Peggy.

"What have we done?" Bilbo asked.

With his destructive power that could burn everything in his path and that he was about to decimate an entire city of people Peggy thought of the one big weapon in the war that could cause so much destruction she could compare this too. "We've unleashed the Atomic Bomb on Lake Town."

Bilbo didn't need to ask what she meant as the tone in her voice said it all. Their darkest hour was about to come.

* * *

Meanwhile though far away from the Mountain and far away from Middle Earth back on Earth things were possibly about to change. Howard, Jason and now Dr. Samberly were back in Howard's lab and putting the finishing touches on repairing Frost's machine which was now recharged. About 3 days had passed since Peggy, Sousa and Jarvis had vanished through a portal to what was possibly another dimension. Now they were just about ready to plan their rescue attempt.

"There we did it. Am I a genius or what?" Howard asked to his comrades

"Well we all did it together so I think we all deserve some bit of credit" Dr. Samberly said feeling a little insulted even if he was used to people teasing him at this point.

"Yeah but I found out how to stop it from breaking down again so our visitors should have no problem going through." Howard said as he grabbed a box and placed it on the table.

"Remind me again of why we can't go in after them?" Dr. Samberly asked

"We don't know what's on the other side. Wherever Peggy, Chief Sousa and Jarvis are they could be in enemy territory. And I'm sorry to say Samberly but you wouldn't last in a fight. I might for a little bit but if there are no women to charm and distract to help me run out and find the exit then I'm a goner" Howard said as he turned the machine on.

"Good point" Samberly said agreeing with him.

"We all need to stay here and watch this thing. It could still malfunction" Jason said still being cautious

"Hey if my calculations are correct when I get this baby going again you're gonna see some serious shit. At least I'm sure you will. I'm never wrong. Most of the time" Howard said as he stepped back and saw a small portal successfully open up in front of them "What did I tell you? Nothing to fear."

The door opened as Rose stepped in carrying a pie with Ana Jarvis following in behind her. "Mr. Stark those men are here. Sorry we took awhile to come in but one of them wouldn't stop talking to me. He was quite the charmer though. He even let me wear his hat" Rose said she smiled thinking about the conversation.

"Yeah I'm sure he did." Dr. Samberly muttered in annoyance.

Howard looked over as he saw the Howling Commandos consisting of Pinky Pinkerton, Happy Sam Sawyer, Jacques Dernier, Gabe Jones, James Montgomery Falsworth, Jim Morita and their leader Dum Dum Dugan had entered the lab. After getting the call from Stark that Peggy was missing in action Dugan knew that he needed to call what remained of the old gang back together along with his current team in order to go help her. He knew Peggy could look after herself but the fact she had no way to contact home meant going in after her was the only option to bring her back especially if she ended up in enemy territory. She was going to need backup and if you ever needed backup the Howling Commandos were your best bet.

"Glad you could make it Dugan. You know I normally wouldn't ask for your help unless I needed a favour" Howard said as he brought over the box from the table and handed it to Dugan "Handle this stuff with care."

"Will do." Dugan said as he handed the box to Pinkerton "Pinkerton handle this with care."

Dugan walked towards the portal which was now open and stable not about to break down like it did before when Stark got it working the first time. "So you definitely have heard nothing from Peg?"

"No. My guess wherever they are there is no form of communication which is troubling. So that's why going in after them is the only option." Jason said

"Well we would never leave Peg behind even if she tells us too. We just can't disappoint the Captain's last wish." Dugan said as he thought about his old friend. He then turned to his team "You ready boys?"

They all nodded as they began to walk through the portal weapons in hand as well as carrying some items Stark had prepared for them. Eventually they dwindled until eventually only Dugan was left. He waved everyone goodbye "Don't worry we'll bring them back."

"Good luck Mr. Dugan" Ana said as she waved him goodbye.

"Appreciated Mrs. J. We'll bring Jarvis back in one piece don't you worry." Dugan said as he began to walk through the portal.

"Dugan one more thing" Howard called out.

"Yeah?" Dugan asked turning around

"Make sure when you get there to put on your energy signal devices. When you've found Peg and or are ready to go activate them." Howard advised as he gave his friend a thumbs up.

"Will do" Dugan said as he walked through the portal as it then closed behind him.

"So what was that you were talking about with the devices?" Jason asked confused by what exactly Howard was giving the Commandos as he didn't discuss that with him and Samberly as one of the things they were building.

"Well if my calculations are correct and I'm sure now they are I've pinpointed the exact signal that was left behind when Peggy, Chief Sousa and Jarvis departed so they should end up exactly wherever it is they did and not somewhere else entirely and once they activate their devices then we can find them instantly." Howard said feeling confident and hopeful as he picked up one of the devices that looked like a small shirt pocket almost. "With any luck. We'll find them before the worst happens."

* * *

 **Author's Note: So I figured since it had been awhile that I would finish the TDOS portion of the story in one chapter. Now we're on the road to the last part of the trilogy but with that come some additions to the story and also the beginning of the end.**

 **So when I first began the story I didn't initially plan to cut back to Earth and bring back other MCU characters until the ending. But as I went along writing the story and began to think of more ideas including the element of the added villains I decided to change that to even the playing field. So now the Howling Commandos are on their way to provide backup in the fight against Red Skull's own newly formed army and Sauron's forces. You'll just have to wait and see when that comes and how that turns out.**

 **I know other than that added ending not much changed from canon but I think now I have some ideas and plans that I hope will satisfy people regarding the characters we have and the ones we're about to have join the story.**

 **The chapter's title I debated on whether to go with the the book chapter title "Fire And Water" but I decided to save that for the attack on Lake Town. Instead this chapter's title both is easy to explain and is a reference to The Wrath of Khan. Benedict Cumberbatch having played the role in question in the reboot franchise but I see Into Darkness as more of a remake of Space Seed and then becomes a cliffnotes version of Wrath of Khan at the end but off topic.**

 **Anyway I think that's it for now. To all those who have been reading this story and the rest of my stories I thank you for your continued support. I wouldn't be doing these stories if it weren't for you reading them.** **This is your friend Steve993 signing off and I'll see you next time.**


	18. Fire and Water

**Author's Note: Hey everyone. Been awhile since I've worked on this but now here's the next chapter as we begin the home stretch so to speak. The final act with the Battle Of The Five Armies section of the story. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Over in Laketown the chaos had begun. Bells were ringing, and people were frantically loading their possessions into boats. In his house, the Master of Laketown was overseeing his soldiers and servants carrying boxes containing his gold and valuables.

"I warned you. Did I not warn you what would come of dealing with dwarves?! Now they've done it! They've woken the dragon. They brought the apocalypse upon our heads! Come on! Quickly! Quickly!" The Master ordered in a frantic tone as he pulled a candlestick in the wall sideways.

The Master having been prepared for such a disaster one day notably had this set up from the beginning as the candlestick was actually a secret lever, causing a nearby bookshelf to fall backward to reveal a hidden staircase and boat landing with the Master's boat waiting.

"Faster now! I'm trying to evacuate myself here! Careful, men. Never mind the books! Get on, get the rest of it!" The Master ordered as he tried to hurry his servants on faster.

"But Sire, should we not try to save the town?" A guard asked wondering what they would do about the town they worked so hard to build.

"The town is lost! Save the gold!" The Master said carelessy dismissing the many lives that were about to be lost in favour of his own.

"You heard him." Another guard said as he and all the men continued to load all the gold and other valuables onto the Master's boat.

* * *

The townspeople meanwhile were already frantically paddling their loaded boats through the canals. Tauriel was watching the sky ominously with her elf-hearing, she was able to hear Smaug approaching and roaring. Suddenly, a huge shadow swooped overhead causing a chill in the air. Smaug had arrived.

Tauriel wasting no time entered Bard's house to prepare the dwarves, Sousa, Jarvis and Bard's family to leave. Sousa looked on in worry.

"Peg. Come on. I know you made it" Sousa said to himself as he saw Jarvis look on with him.

"I have met many young women in my time with Mr. Stark. Many of them have had unique traits to say the least." Jarvis began as Sousa looked at him.

"And what does he say about Peggy?" Sousa asked

"He said Miss Carter is many things. That basically she embodies all those traits. Yet the one thing he admires most about her is a thing not limited to just one person or gender. It should be a thing all people should have." Jarvis said as he thought back to their conversations before he was assigned to work with Peggy.

"And what's that?" Sousa asked still confused.

"Her persistance. Despite all she has gone through. Despite the life she has lived and is living she still strives no matter what to complete the mission. She says it's something Captain Rogers taught her. But in the end he relied on her. At least that is what Mr. Stark has told me. She was his support. And in many respect she's Mr. Stark's even more so than I. She is one of the few people who has things from Mr. Stark that no money can buy. His respect. Loyalty. And friendship. All things she gives him for free. She is alive. Not because we are relying on some false hope. She is alive because I know it and I think you do too." Jarvis said as he saw Sousa turn away from him although he believed that he was right..

"You're right. But you also know Peggy wouldn't want us to be standing around." Sousa reminded.

"Quite right. She'd be telling us to move." Jarvis said as he nodded agreeing with him. "Until we see her again we must do what she says as per her last orders."

Tauriel having overheard their conversation felt touched at the way these two men both complimented and showed true loyalty to this Agent Carter. Thinking back she wished she could have had a conversation with her before she left her company back in the kingdom. Hopefully in time she would but for now she had to focus on getting everyone out with their help. "I understand your concerns for your friends. But we have no time to be worrying. We must leave!"

"Get him up." Bofur said referring to Kili.

"Come on, brother." Fili said as he tried to help his brother up.

"Come on, come on! Let's go." Bofur said trying to hurry him up.

"I'm fine - I can walk." Kili said dismissing their attempts to help.

However Kili was surprised when Sousa offered him his crutch "Just in case. Go on take it."

Kili hesitated before taking the crutch from Sousa as he hobbled along as Sousa, Bofur and Fili helped him along.

"As fast as you can." Tauriel ordered as she tried to hurry them along.

"We're not leaving. Not without our father." Bain said in a worried tone not wanting to leave his father behind.

"If you stay here, your sisters will die. Is that what your father would want?" Tauriel asked even though she understood Bain's pleas and on the inside felt sympathy for him.

Bain hesitated before Jarvis walked over and knelt down to him "I understand you're scared for your father Bain. But Miss Tauriel is right. The town is in chaos. Many people are trying to leave alive. Your father has enthrusted you with the safety of your sisters in the event something has happened to him has he not?" Jarvis asked as Bain nodded his head to say 'Yes' "Then the best thing you can do right now for your father is to honour that request." Jarvis said as he looked into the boy's eyes with a hopeful look "Your father will be able to save himself. I may not have known him long but I know he will not go down easily. I know what will strive him to get back to you. Your safety."

Bain looked into the butler's eyes as he turned to his sisters who looked at him with worried glances. He then looked back at Jarvis who had a determined expression "It's okay to be afraid."

"I'm not afraid" Bain said with a determined expression as he now gained a stronger exposure.

"Then show that to your father. I told you we'll be with you every step of the way. And that wasn't a lie." Jarvis said as he went to go help the girls.

"I never said I doubted you." Bain said as he went to help him.

"I know. I doubted myself." Jarvis said as the two quickly helped the girls out the door as Tauriel stood by and watched them the two leave as to make sure they were okay.

Looking over at Tauriel who gave him a saddened but still hopeful look he let Bain go as he ran off with his sisters with as he and Tauriel quickly followed behind.

* * *

Bard meanwhile was still locked up in the prison, except all the men guarding him were now gone having fled the minute the dragon arrived.

He clutched the cell bars as he shouted out to anyone who could hear him. "Open the door! Do you hear me!"

He stopped however as he saw Smaug flying high above the town. He quickly then frantically tried to break the lock in a panic knowing now that his children and everyone else was in danger. When it didn't break however he quickly rushed to the other side of his jail cell, which was on an arch of a building overhanging a canal.

* * *

Tauriel, the dwarves, Sousa, Jarvis and Bard's family were getting on a boat at the back of the house.

"Give me your hand." Fili said as he stretched out his hand to his brother.

"Come on, we gotta go!" Bofur said as he signalled them to get in.

"Quickly now! Hurry!" Tauriel ordered as she and Jarvis helped the children get on safely.

"Kili, come on!" Fili said as he pulled his brother in as Sousa got in as well.

Kili looking over handed the crutch back to Sousa who took it from him with a look of appreciation. "Thanks."

Now all aboard safely for now, they set off down the canal, poling the boat through the floating chunks of ice. Smaug swooped low overhead, as the townspeople screamed in terror.

"So that is the dragon?" Jarvis asked as the Dwarves nodded their heads as if to say 'Yes'

"Well the stories certainly do him justice." Jarvis said as he thought back to the the various stories that had been told about the beast up until this point.

Smaug soared high above and away from the town, as he then turned and dove steeply toward the town, building up fire in his chest. As he got over the town, he unleashed his flames, and breathed his fire in a line all the way across the town. People could only scream and fall and die in the inferno much to the horror of the those who could see it and who were now fighting for their lives.

Bard smashed at his cell's bars with a pail, but to no avail. He needed to get out somehow.

Smaug breathed fire over another section of the town causing a man, on fire, to fall out of his house and into the water.

Jarvis observed the carnage with mixed emotions. During the war various families suffered horrific bombings. Ana herself had families that went through such attrocities. His thoughts were interrupted by Sousa aptly summing up their situation.

"I don't think I need to ever see what hell looks like. Because I'm sure this is it" Sousa said with remorse as he saw another house fall to Smaug's wrath.

"Well If we're going through hell Chief Sousa then it is best we keep going." Jarvis said as he helped the boat paddle along.

* * *

The Master, his men, and Alfrid meanwhile were poling their boat loaded with treasure through the water, with Smaug setting things to fire around them.

"Come on! Come on! Faster! faster!" The Master ordered in a frantic tone. He only wanted to get out alive. Why was that so hard?

Everyone did their best to follow his orders but the weight of the boat was becoming too heavy both because of all the the gold and the Master's own heavyset appearance.

"If only we could take more of these poor people with us, but they are hardly-" The Master began

"-worth it. I quite agree." Alfrid said finishing his thought.

A man tried to climb onto the boat in a vain effort to escape, only for Alfrid to kick him in the face and back into the water.

* * *

Bard teared his blanket into strips as he began one last ditch effort to escape. People were trampling each other in their efforts to escape the dragon and the fire.

"Look out!" Bain called as he saw what was up ahead as The Master's boat collided with Tauriel's, upsetting everyone. They quickly managed to push their boats apart, but some of the Master's treasure ended up falling into the water

"Move it! Move it! Come on, faster!" The Master cried before noticing the falling gold. "My gold, my gold!"

As they continued along their way Jarvis could only shake his head in dismay at the Master's vain greediness "A town in crisis and all he cares about is himself and his gold."

"Well there's only so long you can get away with something horrible before your actions come back to bite you in the ass. And this looks to be his long overdue one. He'll get what's coming to him." Sousa said agreeing with Jarvis noting that this destruction while bad for the town was the Master getting a glimpse of what his selfishness had brought.

"Quite right Chief Sousa. I just wonder what he'll fear more. The town's wrath or Miss Carter?" Jarvis asked as he saw Sousa sort of chuckling at this.

"You don't seem to want to speculate what Peggy will do to him?" Sousa asked surprised

"You know as well as I do what Miss Carter is capable of. But he doesn't." Jarvis said as he looked back and saw the Master still frantically panicking as their boat continued along upward.

"We're carrying too much weight. We need to dump something!" Alfrid said as he looked at the pile of treasure, trying to decide what to throw overboard albeit reluctantly as he had wanted to keep some of the treasure for himself.

The Master being who he was however looked at him greedily as he made his quick decision. "You're quite right, Alfrid."

Without hesitation The Master pushed Alfrid overboard, just as a cloth looped fell from above and caught around the Master's throat. It was the rope Bard made from his blanket; that he has tied one end to his cell bars and let the other end, the loop, out of the window and over the canal, where it conveniently ended up catching the Master. Braga, at the front of the boat, hasn't seen this however.

"Faster! Faster!" Braga ordered

As the boat pulled ahead, the rope loop pulled the Master back, causing him to get stuck in front of the boat's rear post. As the rope tightened around him, he gagged and choked in agony. Eventually, the pressure became so much that the entire side of Bard's prison broke, allowing Bard to escape. The Master frantically pulled the rope away from his throat having saved himself for now.

As Smaug fleww overhead, still blowing flames, Bard quickly began to break through the guardroom window and grab his bow and quiver, testing the bowstring to make sure it still works. He pushed out some of the shingles in the upper story and clambered out onto the roof, where he had a good vantage point. He then ducked low as Smaug continued to fly by almost overhead. With the close clear Bard ran across the rooftops, heading toward the bell tower, the tallest building in the town.

* * *

Back at the Lonely Mountain, Thorin and Company watched the town burning in the lake.

"Poor souls." Balin lamented for the burning town.

They all stared at each other in sadness and fear. They had spent all this time looking for and trying to regain their lost home they never wanted people to lose theirs in order to regain back what they had lost.

"None of this is right" Ori said feeling saddened by the sight of this. "They shouldn't have to suffer"

"They weren't prepared. They didn't stand a chance" Dwalin said feeling regretful "Another home lost to the dragon's wrath."

Peggy overheard the comments with a mixed feeling of understanding but also determination. She could see the fire and destruction from here. There was a part of her that believed the worst had happened but a stronger part of her firmly believed that Bard's family, Daniel and Jarvis were still alive. They would not go down like this. She had to believe they were alive. Bard was the town's hope. If there were any time to live up to his legacy and fulfill what his ancestor could not it would be now.

"You remember how Bard and Thorin went to blows? I believe it is because they are more alike than they know. And now it's up to both of them to fulfill the legacy of the Prodigal Son" Peggy said as she observed the burning town.

"That may be true Peggy. But the only thing that can pierce that dragon's hide is a black arrow. Unless he has one left. Then they stand no chance I'm afraid" Balin said wanting to agree with her that there was some hope left but realistically knew such a thing could be a slim chance.

"There's always a bit of truth in legends. I feel there's still an ace in the hole left yet" Peggy said as she then looked back to Thorin with a worried glance. "I just hope it won't come too late."

Bilbo noticing her worried face as he looked back and saw that Thorin was staring back at the halls of Erebor, not at Laketown. Bilbo looked worried himself as a part of him began to think back to Smaug's words in the caves. Something he didn't want to consider. That Smaug may have been right about Thorin.

* * *

Bard continued leaping roof to roof showing an impressive display of acorabatics that even Legolas would be jealous of.

"We need to wait" Tauriel said cautiously as she hid her boat under an overhang for a moment

"Something we can't do for long I'm afraid my lady" Jarvis reminded.

Noting it was now safe to go on the group continued along their way.

Bard climbed rapidly up the winding steps of the bell tower and after reaching the top, began to pull all the arrows out of his quiver and look out at the sky. As Smaug soared by, Bard began shooting an arrow at him; however, the arrow merely bounced off Smaug's scales and fell to the ground. Bard, standing directly below the ringing bell, began to feel nauseated by the booming sound, so he pulled out his dagger and cut the bell's rope, silencing it. He then shot another arrow at Smaug, but this, like the first bounced harmlessly off. In the canals below, Bain, on the boat with his family, the dwarves, Sousa, Jarvis and Tauriel, noticed his father at the top of the tower.

"Da!" Bain called out trying to get his attention.

"Da!" Tilda yelled joining her brother in an attempt to tell their father they were okay.

As they watched this heroic display, Bard shot yet another arrow, harmlessly hitting the dragon.

"He hit it! He hit the dragon!" Kili said feeling hopeful not realising he was wrong.

"No..." Tauriel countered with a tone of dread in her voice.

"He did! He hit his mark, I saw!" Kili said still feeling convinced.

"His arrows cannot pierce its hide; I fear nothing will." Tauriel said with a feeling of despair.

Bain looked down disconsolately, as he then suddenly looked up and noticed the statue of the Master of Laketown, and below it, the boat in which he'd hidden the Black Arrow his father had asked him to keep safe. Bain's face turned to a determined look. He has spent a long time trying to live up to his father and admire him. But the only way he will is if he shows him his bravery and willingness to protect their family no matter the cost as his father was doing for them now. No longer would he be a boy. He would become a man even if he died trying. As their boat passed under a hanging hook, Bain leapt up and grabbed it, swinging clear of the boat. The others seeing this tried to grab at him but ultimately they missed, meaning all they could do was yell after him in a vain attempt to bring him back.

"What are you doing?!" Bofur asked bewildered

"Come back! Bain, come back!" Fili called out to the boy. A part of him admired the boy's courage and determination to save his family. One that reminded him of his own.

"Bain get down here son. That's an order. Your family needs you" Sousa called out to no avail.

Bain used the hook and the crane the boat was attached to swing to the dock, from where he began to run toward the boat with the Black Arrow.

"Leave him! We cannot go back!" Tauriel ordered for once going with her head rather than heart even though it pained her to do so.

"Bain!" Tilda cried out as she began to sob at the prospect of losing her father and brother. Her tears then began to fade as she felt Jarvis tilt her head up by the chin as he looked into her eyes.

"Your father and brother are going to survive. I will make sure of it." Jarvis began as he prepared to jump off the boat. He then turned to salute them noticing their glum worried faces "It is said that great men are forged in fire. But it is the privilege of lesser men to light the flame. I have served many people in my time. But I don't think Mr. Stark or Miss Carter would mind me saying. You are among the greatest people I have ever served."

Everyone was both worried for the butler's safety but secretly commending him for his bravery. Sigrid held Tilda close as she looked up at the man who though he only knew them for a short time was dedicating his time and energy to keep them safe. And now he was sacrificing his own life for them. Looking at Sousa Jarvis then said his last words with a feeling of sadness and regret "Tell Ana I love her and always will."

With that Jarvis jumped off the boat and onto the dock as he began to run and see a building and climb up to it an effort to draw the Dragon away from them. Jarvis had seen Bain run to get the Black Arrow and began to understand his plan but in order for it to work they would need a distraction. He said he would do anything to protect Bard's family even if it meant dying in their service and now he was going to uphold to that.

Before he could move further however he felt someone put his hand on his shoulder "About what you said with that message. You can tell her yourself."

The two men gave each other a nod as they began to exact their distraction plan. The two noticed the Master's house remained still so they decided to make for there. They would distract the dragon from atop it. Wasting no time the two made haste towards it.

* * *

At the top of the tower, meanwhile Bard was reaching for his arrows, only to find one left. He hesitated in fear knowing that if he missed it was over as he then grabbed it and shot at Smaug. This time, Smaug passed so close to the tower that the wind knocked Bard over. Smaug howled, having feelt the arrow this time, although it still didn't hurt him.

Bain quickly appeared at the top of the bell tower, shocking Bard. "Dad!"

"Bain?! What are you doing?! Why didn't you leave?! You were supposed to leave!" Bard asked his son bewildered and frustrated that he was still here amongst this carnage.

"I came to help you." Bain answered almost as if it was obvious.

"No! Nothing can stop him now!" Bard said with a feeling of hopelessness

"This might." Bain said as he held up the Black Arrow. His father gratefully looked at it, as he then stroked Bain's face.

"Bain - you go back. You get out of here now!" Bard ordered

Looking beyond Bard, Bain noticed Smaug approaching the tower rapidly, Smaug having determined where the arrows were came from.

"Dad!" Bain yelled in an effort to warn him but his warning proved too late as Smaug smashed his way through the top part of the bell tower as Bard found himself lying down on the remaining top of the tower.

"Bain!" Bard yellled in despair as he saw Bain hanging by one arm to the remains of the tower, having the Black Arrow in the other. Bard grabbed Bain's arm and hauled him back up. Meanwhile, Smaug landed closeby in the town, crushing buildings underneath him. He was now directly in the way of the Master's boat.

"Stop! Stop! Halt! Halt!" The Master ordered

Nearby Jarvis and Sousa were heading towards the Master's house ready to climb atop it.

"Come on Chief Sousa" Jarvis said as the two hurried along.

"I'm not exactly a running champion like this you know" Sousa reminded as he moved along with his crutch slightly behind Jarvis. Suddenly he tripped over as a piece of debris fell toward him.

Looking back Jarvis called out to him "Look out."

Sousa moved as he managed to avoid being crushed for the most part. His false leg ended up being caught however under the debris crushing it and causing him immense pain. Jarvis quickly abandoning their distraction plan ran back to help the man who had become a friend as he pulled him from underneath the debris, his false leg what remained of it anyway coming off.

"Well. Never thought that would happen again. Much less in the same place" Sousa joked as he looked down at his now gone leg.

"Perhaps you and Miss Carter are meant for each other Chief Sousa. You both want to dismiss danger like it's another day at the office" Jarvis sighed as he pulled Sousa along and they began to climb the roof. Getting to the top, Sousa remained on the floor of the roof as Jarvis looked over and saw the dragon heading towards Bard and Bain.

Bard pulled the Black Arrow out of the hands of the petrified Bain as he stood up, facing Smaug.

Smaug looked at him both curious and feeling amused at the man's vain attempt at bravery."Who are you that would stand against me?!"

Bard grabbed his bow, only to find that it was broken in half when Smaug smashed into the tower earlier.

"Now that is a pity. What will you do now, Bowman? You are forsaken. No help will come." Smaug said now feeling superior over his prey.

Bard looked around frantically, but there was nothing to help him. He then saw Jarvis and Sousa across the way as Jarvis gave him a wave. Realising what he was doing he began to try and work on a back up plan.

Smaug began walking toward him, crushing the buildings beneath him. The Master noticing his chance yelled to his oarsmen. "Now's our chance! Go! Go! Into the open water!"

Looking at the tower, Smaug growled and licked his lips as he continued speaking to Bard. "Is that your child? You cannot save him from the fire. He will burn!"

"Tell me, wretch - How now shall you challenge me?! Smaug asked as he continued to approach. His thoughts were interrupted however by another voice.

"Smaug. We've come to bargain." Jarvis yelled to the dragon.

Turning away from Bard for a moment Smaug turned his attention to these other humans who dared to stand against him. It would seem that this town had a death wish. "Bargain you say? You have nothing to give. All I want is what surrounds me now. Cinders and ashes surrounding the lake and the Dwarves of Erebor suffering for their own greed and mistakes."

"These people are innocent. They have done nothing to you." Sousa said as he looked up at the dragon.

"What do you want?" Smaug asked "What would you gain from helping those you barely know?"

"We want their freedom. Stop this carnage. Kill us instead" Jarvis said as he looked down at Sousa.

"Your bravery is in a way admirable and noble. But also worthless and stupid. You are indeed friends of Agent Carter." Smaug taunted as he approached further.

Bard meanwhile was fixing the two broken halves of his bow into the walls of the belltower, with the bowstring taut between them. He fixed the Black Arrow to the bowstring, and layed the front end of the Black Arrow on the shoulder of Bain, who was standing in between the fixed pieces of the bow and facing Bard. Bain panted in fear hearing Smaug approaching from behind him, despite being unable to see him.

"Stay still, son. Stay still." Bard calmly ordered his son trying to keep him focused.

"She indeed fought valiantly. But like all who have felt my fire. She turned to ash!" Smaug yelled trying to inspire fear in the two "And soon you will join her"

Both men looked at each other not wanting to believe the dragon's taunts. Sousa had an angered look on his face which Smaug noted as he began to understand.

"Ah you cared for her? No. You loved her?" Smaug asked as he saw Sousa trying to hold back his anger "Love. A dreadful, worthless bond. It always ends in tragedy. So also shall your lives. Seek comfort knowing I shall make this quick."

"You're lucky I lost my leg. Because if I didn't. You'd be feeling that leg up your ass right now." Sousa said before he yelled to the dragon "You killed her you spineless lizard!"

Smaug chuckled. He noted however that Jarvis hadn't said anything. "What's wrong servant? Has my revelation about your beloved 'Miss Carter' left you without words."

"No. Because you're lying." Jarvis said not feeling convinced.

Smaug growled as Sousa looked up at Jarvis who began to explain his theory. "Miss Carter is among the strongest people I know. And you know that. You saw her williingness to never give up first hand. So you claim. You saw her determination. You saw that she would not stand down even if she were injured or on the brink of death. She would have never let you leave here without showing you that. What did she say to you before she left?"

Smaug growled "What does it matter?! She is dead! And soon you shall join her!"

"Dodging the questions are we? I've seen Miss Carter interrogate people before. From these meetings I've seen how she breaks someone down. She says the first thing to note is the feeling of defiance in a person's voice. Then noting their change in tone as you hound them for more information. So tell me this. Is she dead? Or are you just stalling?" Jarvis asked with a smile on his face noting that Smaug's face signified he was right. That he was lying and that Peggy was still alive.

"I was told you were nothing to be worried about. That all you would do is get in the way and be a nuissance. And yet here you are. A mere servant standing up to me as if you were a warrior? You are nothing! You serve a rich fool who flaunts his wealth in an effort to build technology in an effort to preserve a future that is not worth living for! You serve that pitiful woman playing nothing more as her sidekick in her so called adventures. You are nothing to nobody! Nobody will know your name! You will inspire nobody in the future. And without a son or daughter you will have no legacy. No one to pass any wisdom too." Smaug taunted thinking he had broken the butler.

Jarvis however remained defiant. "You're right. I have my wife who I love dearly and I care for Miss Carter and all those I've met along the way that have become friends. But at the end of the day I'm expendable. Mr. Stark will find another butler to cater to his needs and Miss Carter is perfectly capable of handling herself in the field. Chief Sousa runs the Strategic Science Reserve in Los Angeles and is a leader. Miss Carter? Like I said. You've seen her qualities first hand. She alone could take you down. She probably almost did am I right?" Jarvis asked as Smaug moved closer towards them becoming more angered at the butler's defiance.

Jarvis looked at the father and son who looked at him with a feeling of remorse. "I at first doubted that I could save another person's loved one when I couldn't even save my own despite pleding my service to this family. Telling them I would protect them no matter the cost. I wasn't there when she was shot. I had thought I lost her for sure. She survived but we lost our ability to have children. And being from other countries adoption would be risky." Jarvis said as his emotions began to overtake him.

Smaug said nothing but on the inside he finally was feeling superior at the fact the butler was broken even if he didn't cause it.

"She remained positive though. She says it doesn't matter that we won't get to have a child. It just proves what I've felt all along. She's more stronger than I am and ever will be. Meanwhile I'm telling her that I'm fine. But no I'm not. I will never get to see a child of mine walk. Say their first word. Ride a bicycle. I'm supposed to be the man of the household. I'm supposed to keep my emotions in check and push through no matter what and yet I can't. Nobody would ever be proud to call me their husband or father. But I'm okay with that because I don't deserve that kind of praise." Jarvis said as he turned to face the dragonover at the father and son "I'm willing to die so they can have for the rest of time that I will never have."

Smaug growled as he briefly looked at the father and son ready to kill them and defy the butler's please.

"So please I ask you one more time. Spare them." Jarvis said as he saw the arrow that was being placed on Bain's shoulder "Or die."

Bard was distracted however as he observed Jarvis feeling nothing but pity for the man. Now he understood why he cared so much for his children. He lost the idea of having any potential children of his own and would never allow that to happen to someone else. Breaking out of his trance he then noticed a missing scale on Smaug's chest, the scale that was broken by Girion, Lord of Dale. A small smile crossed Bard's face. This time the arrow would make its mark.

"You're story wounds me Edwin Jarvis." Smaug mocked as he then returned his glance to the father and son that had defied him first.

Sousa groaned as Jarvis bent down to hold him up as the two observed the father and son who looked ready to make their move.

"You have nothing left, but your death!" Smaug howled as he, approached more rapidly.

"We don't. But you do" Sousa said as Smaug ignored his final taunt and moved forward.

Bain looked over his shoulder at the dragon, as Bard called him back. "Bain! Look at me. You look at me."

Bard strained with the effort of holding the Black Arrow taut. The preassure was too much and if the shot was missed then it would be over. They had to make it one way or another.

"A little to your left." Bard calmly said to his son.

Bain complyingly shifted a little to his left, moving the tip of the arrow to the right, toward the spot where Bard noticed the missing scale on Smaug.

"That's it." Bard said as he prepared to fire released the Black Arrow, causing it to fly off at high speed from Bain's shoulder.

It hurtled through the air as sank all the way to the feathers, almost 6-7 feet, into Smaug's chest through the spot without a scale. As Smaug leapt forward in pain and fear, Bard grabbed Bain, just as Smaug careened into the tower. Bard and Bain fell with the tower into the water. Smaug narrowly missed Jarvis and Sousa who also held onto each other as Smaug crashed into the roof of the Master's home causing them to fall through it and onto the floor, breaking their falls mostly on a table. Regaining his bearings and dusting off his suit Jarvis walked out of the house slightly limping as he put his hands on Sousa's shoulder's to help him walk as he used his crutch to move along.

"Jarvis. Remind me to never underestimate you again" Sousa said as he looked at the butler feeling a mixture of emotions over what he just witnessed.

"Dutly noted Chief Sousa" Jarvis replied.

Smaug rolled and slid through the town, destroying everything in the town. He struggled to fly into the sky. With massive effort, he managed to flap a few hundred feet up, screaming and wheezing in pain, then gasping for breath. Despite his efforts to live on however they were in vain as his eyes ultimately lost their light, and he fell back down upon the city, dead, with the end of the arrow sticking out of his heart. Despite all the carnage he caused however one individual and his entourage would feel his weight and gain his comeuppance as he landed directly upon the Master's boat, crushing it and presumably killing everyone on board.

* * *

The sound of Smaug hitting the ground echoed throughout the land, all the way to the dwarves on the mountain. They jumped up in surprise.

Peggy noticed it as well. "I don't believe it"

"What was that? What happened?" Ori asked

"It fell. I saw it too." Bilbo said overhearing Peggy's gasp of disbelief.

They all peered out at the town in the early morning light. No longer did darkness fall across the land. Light had come again. Hope had returned to Lake Town.

"It's dead. Smaug is dead!" Bilbo said excitedly

Thorin, still staring at the Lonely Mountain and not at the town, had a strange expression of happiness cross his face at the prospect at something that wasn't the Dragon's death or the safety of the town.

"By my beard! I think he's right! Look there! The ravens of Erebor are returning to the mountain!" Gloin noted as several birds began cawing and approaching the Lonely Mountain.

"Aye - Word will spread. Before long every soul in Middle-earth will know - The dragon is dead!" Balin said agreeing with him while cheering for their victory.

As the dwarves laughed in glee, Thorin hurried down from the lookout point and approached the gates of Erebor. Peggy smiled as she thought back to Bard, Jarvis and Sousa back in Lake Town. Despite all the suffering that come they did it. They defeated the dragon. While it would take time to rebuild they could rest somewhat easily knowing the creature that tormented them would sore through the skies no more.

Her smile faded however as she noticed Thorin heading inside. "What are you up too?"

* * *

In Dol Guldur, Gandalf languished in his cage. Red Skull's army as well as Azog and his forces had already left. Now Gandalf was alone with only one Orc guarding him along with Red Skull himself. He would join his army soon but he had a message for Sauron that he wanted him to hear and see personally.

Suddenly, Galadriel's voice sounded in Gandalf's head, as he looked up with a start. "You are not alone, Mithrandir…"

Gandalf began to feel weak. The more he remained here the more his power drained. Now it's power was driving his mind mad and causing him to possibly hear voices? Or was she really trying to contact him? Perhaps Radaghast had sent her his message of rescue after all?

"Ae boe i le eliathon, im tulithon." ("If you should ever need my help, I will come.") Galadriel spoke as her voice faded.

From her own perspective she was back in Lothlorien safely communicating from there. However what she had learned both from her new allies and also her using her own telepathic powers was troubling. Sauron's return was enough. But the arrival of this new threat had made things more complicated. She then sensed as Radaghast frantically made his way up the stairs too her.

"Lady Galadriel I'm here at last. I need to speak with you about Gandalf!" Radaghast said frantically while also panting from exhaustion having not stopped on his way to Lothlorien since leaving Dol Guldur.

"You have no need to inform me Radaghast. I know" Galdriel said holding up her hand as if to say 'not to worry'

"Oh right" Radaghast said as he remembered her power of telepathy.

"The threat is even greater than Mithrandir thought. Sauron has returned and with him a new ally who seeks to overthrow him and achieve dominance himself. He arrived here long ago under our noses from Agent Carter's world" Galadriel said as she revealed her newfound knowledge of the Red Skull.

Radaghast was shocked. The return of Sauron was something they speculated but for it to have been true scared him. And who was this new ally?

"It would seem though. We have evened the playing field." Galadriel said crypthically as she moved aside revealing their new allies.

Dum, Dum Dugan stepped up with the rest of the Howling Commando's. "Hi. Howling Commando's at your service. We were told you know where Peggy was?"

Radaghast looked confused at these new arrivals who seemed to be a group of men that were brandishing weapons he didn't recognise.

"I like your hat." Dugan spoke as he pointed to his own "Mine's better."

Suddenly another arrival walked in with an air of charm and charisma while giving off a feeling of smuggness. "So. This is what Peg's been doing this whole time? Playing Shakespeare in the Park?"

The voice could only belong to one person who after the Commando's encountered Galadriel knew they had to change the plan and contact him right away and bring him over. Billionaire, playboy, inventor Howard Stark.

* * *

 **Author's Note: So I had planned on going a bit further and seeing the aftermath of Smaug's attack but I decided this chapter went on a bit long already and felt it would work better next time around so instead I settled on a cliffhanger that if you saw the last chapter knew was already coming but I guess surprise if you forgot. So to reiterate the Commando's are now here to help out and because of the Red Skull's presence complicating things the playing field is being evened more as Howard has decided to leave Earth behind temporarily in an effort to help out.**

 **Seeing Howard in Middle Earth should be fun I'm sure and I hope I can come up with decent funny exchanges with that. And because he and Tony are more alike then I think Tony knows looking back on their conversations in the films or Tony's own feelings in general naturally Shakespeare in the Park like telling off Congress is a thing I'm sure would naturally be a recurring thing with the Stark family line.**

 **So Jarvis got a little bit emotional in this chapter. I'll admit writing that was a bit tough but I want everyone to naturally get as much development as I feel they can without making it too out of place I feel. Jarvis was a character who I enjoyed for the banter he shared with Peggy and despite their fussiness sometimes they ultimately came together as a duo and friends in the end which is what I liked about them as a team and while he got character moments mostly with Peggy or Ana usually Jarvis was played up for comedic effect and as funny as that was and James D'Arcy's performance is great I still could have used more character moments.**

 **So I felt that even though Jarvis said that he was fine at the prospect of not being able to have children (Sorry if you're reading this without knowing about Season 2 of Agent Carter by the way. I only wanted to pick what I felt was necessary for reference following the Second Season which is when this story takes place) I had a feeling he wasn't truly over it and that's why he bonded with Bard and his family because he wanted to see them protected and live out the life he feels he can't. Of course we do sort of get a happy ending in the future though because of Stark having his own family and Jarvis will obviously be influential on young Tony Stark. Smaug says nobody will know his name and he'll be a mentor for nobody. Not until artificial intelligence is invented they won't. Hope I wrote this well though. Again writing dramatic stuff and action stuff is difficult and making it look believable and exciting and I hope I've been doing that so far.**

 **Other things to note briefly Daniel's leg problem will be fixed. Doesn't mean he won't stop using the crutch to hold himself up though.**

 **Also the Doctor Who line from the War Doctor about how "Great Men are forged in fire..." was my tribute to the late Sir John Hurt who besides being one of the world's greatest actors also made his mark on the Tolkien legacy by being the voice of Aragorn in Ralph Bakshi's Lord of the Rings animated film. A fine actor who will be indeed missed.**

 **I also hope that I made a decent compromise in the fight against Smaug that Jarvis and Sousa's distraction helped but Bard ultimately defeated the dragon making it equal and also not intefering with cannon because as I had Peggy point out the story of Bard and Thorin being people who have to live up to their legacies and become leaders aren't different from one another so obviously Bard can't be robbed of that.**

 **And as fellow awesome writer Dr. Matthattan pointed out (and whose ongoing Hobbit/Avengers cross over story you should be reading and really all his stories because they are good and what inspired mine) awhile back last time I made a Doctor Strange reference Smaug wasn't there for it so this time he was because I couldn't help but make one more reference.**

 **Anyway I think that's it for now but knowing me I've probably forgotten stuff. To all those who have been reading this story and the rest of my stories I thank you for your continued support. I wouldn't be doing these stories if it weren't for you reading them.** **This is your friend Steve993 signing off and I'll see you next time.**


	19. On The Move

**Author's Note: Hey everyone. So took a bit of time out but now here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

It was now early morning following the aftermath of Smaug's wrath. Needless to say while the fires had burned out what he had left in his wake would take time to repair. Refugees and wreckage from Laketown were spread on the banks of the lake. People were screaming and crying, and some of the wooden things were on fire. There were hundreds if not more dead bodies washed up on the shore. Unfortunate for some though but fortunate for him albeit not in the best of conditions, Alfrid was one of the survivors as he found himself crawling up out of the water, screaming for help in an effort to save only himself.

"Will somebody help me? Help!" Alfrid yelled as he clambered over a dead body, only to realize that the person was still alive. Not wanting to help Alfrid carelessly rolled over him into the water, screaming. "Help!"

Meanwhile, some of the survivors were beginning helping each other and salvaging whatever supplies they can. Tauriel, Sigrid, and Tilda were walking about, looking for Bard.

"Da!" Sigrid screamed hoping her would here her.

"Da!" Tilda screamed helping her sister while also fearing for her father and brother but also Jarvis and Sousa who had bravely run off to help him and were now nowhere to be seen.

"Da!" Sigrid called again. She hoped it wasn't too late.

Meanwhile both Jarvis and Sousa had arrived on shore in a separate boat. Both split off from Bard and Bain who felt it was best they split up for now with Bard helping the survivors while Jarvis and Sousa got themselves to safety and also help find Bard's children. Jarvis had a promise to keep and until Bard told him otherwise ever the loyal butler he would uphold it.

"We made it." Sousa said as he groaned in pain. Without his false leg all he had was his crutch to steady himself.

"Chief Sousa be careful with yourself." Jarvis said firmly but calmly thankful that he had managed to survive albeit losing his leg in the process for the second time.

"I guess I'm not going to be much use in the helping process am I? Said the same thing when it happened the first time." Sousa said disappointed

"We will do whatever it takes to help you Chief Sousa when the time is right. The important thing for now is that we help find the children and the remaining Dwarves. I will get you help then. I promise." Jarvis said as he looked around for the children.

Suddenly Tilda looked over as she spotted Jarvis who was helping Sousa walk forward "Mr. Jarvis!"

Jarvis was forever grateful as the young girl rushed into his arms and hugged him as Sigrid ran over as well to hug him but then made sure Sousa was standing straight while Jarvis had his arms wrapped around the youngest girl in Bard's family. So this was what it felt like.

"We're so glad you're okay. You were very brave." Tilda said softly as she looked into the man's eyes that also had tears of joy and sadness.

"Yes. But so were you. Everyone here was." Jarvis said complimenting the children.

Suddenly the moment was ruined as Alfrid screamed up into the sky. "Why Me?!"

"Well I guess Smaug had standards. Not even he thought Alfrid was worth his wrath." Sousa groaned as he saw the former servant to the Master bellowing about on the beach in agony. A part of him would have been sympathetic to his plight if the guy wasn't such an asshole.

"Come let's find your father." Jarvis said as he held Tilda's hand and they walked along the beach "Sigrid can you help Chief Sousa?"

"I'm fine Jarvis really. I'll manage." Sousa said as he moved along with his crutch as Sigrid kept near him to make sure he was alright. Also there was a part of her that thought he was attractive but she would never admit such things to her siblings because no doubt they would tease her about it and also she knew he was special to Agent Carter. They reminded her of her dad and her mom when she was still alive.

* * *

There was still screaming and crying all about the shore, as people pulled the bodies of their loved ones out of the water and onto the shore. The dwarves, Oin, Bofur, and Fili, were about to grab a boat and begin to push it out into the water. They were then stopped by their human friends and the children who had found them.

"You're not going to say goodbye? I must say guys I'm kinda hurt" Sousa said jokingly as the Dwarves all had looks of relieved expressions on their faces thankful they were alive.

"We're grateful that you're alive friends." Fili said as he put a hand on each man's shoulder to signify respect and making sure they were okay.

"Going up there to face the Dragon yourselves. It's a tale worthy to be told in song." Bofur said agreeing with him.

"Yes. But you should be careful in the future. Especially you Chief Sousa." Oin said examining him as he noticed the false leg gone "Your leg it's gone!"

"It was technically gone along time ago Oin. I told you before this was just a temporary fix. I guess you don't have something lying around that can fix that can you?" Sousa asked sort of sarcastically as the medic dwarf looked at him annoyed "It was a joke. Lighten up Doc."

"So how did you stop the Dragon? Did you provide some kind of distraction?" Fili asked curious as to how they exactly confronted the beast and brought him down even though they thought such a feat was impossible.

The Dwarves while they had seen the two of them leave and head towards Smaug directly they lost them in the fire and smoke while they continued along the river. As a result nobody saw how Smaug was taken down directly.

"Well it wasn't all us. We had help" Jarvis answered as he looked down at the children as Tilda held close to him.

Noticing their attachment to Bard's children seemed to clue in the Dwarves that the Bargeman was responsible for the Dragon's downfall. At last the family name of Girion was avenged and had made it's mark that should have come years ago. But in the end it would be considered a team effort that brought the dreaded beast down once and for all. Realising they were on a time crunch they decided to move forward with their journey back to the Mountain and hopefully reunite with their company.

"So are you planning to come back with us? I'm sure Peggy will be expecting you and grateful that you survived." Bofur said as he looked at his friends excited but noticed their changed expressions.

"I'm afraid we are staying here my friends. These people have lost their home and need time to rebuild their homeland. You Dwarves of all people should know what it is like to lose a home." Jarvis began "Can I have your word that you will wait for us when we arrive at the mountain? We owe them shelter. It's the least we could do." Jarvis knew the Dwarves long enough that there was a part of them that wouldn't let the people of Lake Town suffer like this so he felt he would try appealing to their good nature that lied deep down within them.

While Thorin had his issues with Bard and the Men of the Lake who were doubting him beforehand, Fili and the other Dwarves shared no such resentment and a part of him knew Jarvis was right. "Very well. Until we meet again my friends."

Fili firmly grabbed the men's hands and shook them each to signify respect. The other Dwarves did the same thing as they prepared to head back to the boat.

"Give our regards to Miss Carter. She will understand." Jarvis called out.

"I will be sure to give the message" Fili responded.

Sousa looked around noticing Kili wasn't present with his fellow Dwarves. He then saw why as he saw Kili approach Tauriel.

"Tauriel." Kili began

"Kili, come on! We're leaving." Fili called out signifying his brother to follow him back.

"They are your people - You must go." Tauriel said as she looked at Kili both sadly and guardedly, then walking past him.

Kili looked distraught for a second, as he then whirled around to face her again feeling a bit more confident and brave. He knew he loved her and a part of him knew she did too. "Come with me. I know how I feel; I'm not afraid. You make me feel alive."

Tauriel turned her head away in sadness as a part of her told her that they couldn't even though she knew he was right. Another part of her wanted this. "I can't."

Kili reached out and grabbed her arm as he then spoke in Dwarvish. "Tauriel, amralime" ("Tauriel, my love")

Hearing this, Tauriel looked at Kili, shocked and surprised. "I don't know what that means."

Kili smiled at her not buying it. "I think you do."

Sousa looked back at the two with mixed feelings. A part of him wanted them to be happy but another part of him knew that this romance wasn't meant to be. They were from two different worlds and romances like this never end well. But whose to say his romance wasn't any different? Peggy had feelings for both him and Jason but unlike Legolas who didn't seem to be fond of the Dwarf, Daniel held no ill will towards Jason mostly because he respected him as a human being and knew that logically Jason was a good man and a good scientist and if things turned out differently he wouldn't have minded if Peggy chose him instead despite his love for her was strong in his time with Violet even though he denied it for so long. He wasn't one for petty jealousy but in some respects he also knew where Legolas was coming from because he was a childhood friend who's feelings obviously had changed then one of mere friendship for quite sometime.

Feeling it was none of his business he decided to signify Jarvis that this was their cue to move on.

"I agree Chief Sousa. Come on children." Jarvis said as the group headed off in a separate direction.

Tauriel smiled not noticing that Sousa had been observing their conversation and began to lean toward Kili, but then suddenly straightened up and made her face blank. She then began to address Legolas, whom she sensed was approaching behind her. "Hîr nín, Legolas." ("My Lord Legolas.")

Kili looked with hostility over Tauriel's shoulder at Legolas.

"Maewado i Naug." ("Take your leave of the Dwarf.") Legolas began "Boe i nadh egeno." ("You are needed elsewhere.")

Tauriel looked at Kili for a few more seconds, then, being torn by her duty, began to turn away. Kili sadly turned toward his friends launching the boat. He suddenly paused, then turning around and hurrying back to Tauriel. He took her hand and placed his black stone into it, folding her fingers closed over it.

Tauriel could only gasp and look at him as he got close to her face and held her hands to his heart. "Keep it. As a promise."

They smiled at each other, as Kili then ran toward the boat. Legolas looked on, confused at this display. A part of him knew of Tauriel's deep affection for this Dwarf but he was beginning to now realise that it ran deeper than he thought. Tauriel looked down at the stone in her hand, as she then looked after Kili and the dwarves in the boat; her eyes were wet feeling sadness that she could not join the person she realised now tha she loved with all her heart. Kili looked back at her for several moments, as he then began rowing forward.

* * *

Meanwhile on shore, the woman who spoke about the prophecy earlier on was hurrying about, picking up and carrying as many blankets as she could muster. Most of the residents at this point had evacuated with what was left of their livestock. Needless to say people being drenched in water and the cold weather now faced the risk of catching pneumonia among other diseases thus causing more problems. Medicine was sparce among other items. The only thing left to keep them warm were the several fires throught the camp they made. The woman named Hilda Bianca was at the forefront as she handed out blankets to the survivors. "These are dry. You need them."

"Thank you." One man responded taking it.

Alfrid pushed between people as he approached Hilda not in the best of moods. "Oi! Give me one of them! I'll catch my death in this cold!"

"Oh, find your own! You're not in charge now, Alfrid Lickspittle!" Hilda responded showing no fear to the spineless worm who nobody was fond of and at this point was fed up with his attitude.

"That is where you are wrong - In absence of the Master, the power cedes to his deputy, which in this instance is my good self. Now give me that blanket!" Alfrid ordered as he leaned forward and grabbbed the blanket as Hilda pulled back on the other end. They then proceded to tug over it, yelling at each other.

"Master's deputy? Don't make me laugh." Hilda scoffed as she managed to pull the blanket away and began hitting Alfrid with it. "You're a sneak-thief, more like. I'll be dead, before I answer to the likes of you!"

As she turned away, Alfrid proceded to grab her now feeling a bit vicious. "Maybe that can be arranged!"

Alfrid raised his hand to strike her, only to have someone else grab his upraised arm. It turned out to be Bard, who leaned close to Alfrid. "I wouldn't go turning on your own, Alfrid. Not now!"

Bard spinned Alfrid around, as he tripped and fell over Bain's outstretched foot. Bain and Hilda both smiled at this feeling that while it wasn't enough it was a start in him getting what he deserved. Sigrid and Tilda came running out of the crowd with Jarvis and Sousa right behind them.

"Da!" Tilda screamed as she ran to him.

Looking at his daughters alive gave him a sense of happiness in these difficult times. "Come here!"

Bard grabbed up his daughters in a huge hug. He clutched them to himself as the townspeople looked on feeling happy at this reunion now feeling touched and regretful at the way they had treated Bard beforehand. Now was a time to rebuild and make amends and give true justice to those that deserved it the people in question being the Master and Alfrid.

"It's alright." Bard whispered as he kissed their foreheads. He looked up at Jarvis and Sousa as he gave both a respectful nod of appreciation for saving his children's lives and his own.

Percy who used to check the papers of the boats entering town, stepped out of the crowd and exclaimed loudly what he saw being one of the few who remained behind in order to make sure everyone got okay. "It was Bard! He killed the dragon! I saw it with my own eyes. He brought the beast down. He shot him dead, with a black arrow."

The people began cheering for Bard and laying their hands on him, exclaiming their thanks. "You saved us all! Thank you."

Alfrid suddenly appeared and raised Bard's arm, then cheering loudly for him. "All hail - to the DragonSlayer! All hail- King Bard!"

The people grew silent, as Jarvis and Sousa face palmed. A true coward who only sided with others if it was convenient for him. Bard yanked his hand away from Alfrid's. Alfrid, still with his hand up in the air, began speaking to the crowd. "I have said it many times - This is a man of noble stock. A born leader!"

"I find that answer vague and unconvincing." Jarvis whispered to Sousa.

"Do not call me that! I'm not the master of this town." Bard said dismissing his claim. "I do not need tales of song about me. I do not have an ego to feed. Besides I did not act alone. For if it were not for the bravery of Agent Peggy Carter's friends Edwin Jarvis and Chief Daniel Sousa then I fear I would not be here. We owe them our thanks as much as you do me."

Everyone cheered for the two visitors who claimed to be from another world. While they were mistrusting originally most of that was as a result of the Master trying to inspire fear in them. Now they were grateful for their assistance.

Speaking of the Master Bard suddenly realised something was wrong as he looked around frantically and annoyed "Where is he? Where's the Master?"

Nobody had realised the Master was at the bottom of the river but that didn't stop Hilda from correctly guessing his fate. "Halfway down the Anduin, with all our coin, I don't doubt."

She pointed at Alfrid, who looked scared. "You would know! You helped him empty the treasury."

"No - I tried to stop him." Alfrid denied as he raised his voice and addressed all the people, scared and pleadingly.

The people yelled at him angrily, calling him a traitor and a mongrel. Alfrid began hiding behind Jarvis but quickly remembering his distain for the butler groaning he survived he decided to go to Bard instead, keeping Bard between himself and Hilda. He tried to grab Sousa's crutch in an effort to defend himself but one look said he wasn't having it.

"Touch it and I'll show you what it's like to feel it jabbed in you." Sousa threatened.

Feeling terrified and annoyed at being reduced to this in front of everyone Alfrid continued to deny his misgivings "I pleaded. I pleaded. I said, 'Master - no!'"

As the people continued to yell and abuse at him, Alfrid looked terrified. Frantically looking for away to shift focus away from him he grabbed Tilda and held her in front of him. "Think of the children."

Jarvis looked ready to help the girl but Sousa held him down as best as he could.

"Will nobody think of the children?!" Alfrid yelled trying to show fake sympathy.

Not wanting to be abused Tilda angrily stomped on Alfrid's foot, forcing him to let go of her. The people began to yell for Alfrid's head.

"To the tree with you!" One man called out as he and several other men proceeded to grab Alfrid and raise him up, preparing to hang him with a rope. He screamed with fear feeling more helpless then ever.

Bard however despite his issues with Alfrid knew this merciless killing wasn't worth it when lives were at stake as he stepped up and stopped the people. "Enough! Let him go! Let him go!"

The people began to quiet down and let Alfrid fall to the ground. Bard turned about, addressing them all. "Look around you! Have you not had your fill of death?"

Alfrid popped up. "Aye."

Bard sick of Alfrid pushed him back down in defiance as he made his point. "Winter is upon us; we must look to our own, to the sick and the helpless. Those who can stand, tend to the wounded. And those who have strength left - follow me. We must salvage what we can."

Bard turned and began to stride through the crowd. He then went up to Jarvis and Sousa. "I know one of you is injured. But can I guarantee your help?"

"As we've said before. You have our word." Jarvis answered.

"What then? What do we do then?" Hilda asked

"We find shelter." Bard answered as he walked forward.

"We have sent word to the Dwarves who were in your company. They are on their way back to the Mountain. If they make it back and find Thorin there. They say he will promise us shelter." Sousa said remembering what they told them.

"Thorin Oakenshield made a promise that he would share in the wealth of the Mountain. Do you know him well enough he will keep his promise?" Bard asked still feeling a bit hesitant about Thorin's proclamation. There was a part of him that felt something bad would come of this.

"Yes I believe I do. And if he does not then Miss Carter certainly will uphold it for him. Whether he wants to or not. She will defy him or anyone if she believes it's right." Jarvis said

Bard sighed before continuing "Very well then. Come."

The townspeople then began to follow him as he walked away with Jarvis and Sousa dispersing themselves amongst the crowd.

* * *

Meanwhile having successfully made it through the waters Fili, Kili, Bofur, and Oin were now climbing up the Lonely Mountain. As they approached the gates, they stopped in shock and fear at the destruction caused by Smaug as he smashed through the front gate to fly out of the mountain. They looked at each other in worry. Hopefully they weren't too late. Not wanting to waste time they ran into the halls of Erebor.

Bofur began to call out, his voice echoing in the silence hoping someone would hear him "Hello! Bombur? Bifur? Anybody?"

They clambered through the halls, looking for their kin determined not to give up. Running down a staircase, they were suddenly met by Bilbo running up toward them from another part of the city, calling out.

"Wait! Wait!" Bilbo began frantically

"It's Bilbo! He's alive!" Oin said relieved

"Stop! Stop! Stop!" Bilbo continued as they met each other in a corridor. "You need to leave. We all need to leave."

"We only just got here?!" Bofur asked confused

"I have tried talking to him, but he won't listen. Peggy is out there right now doing what she can but I don't know if she'll fair any better" Bilbo continued not giving much context to the confused Dwarves.

"What do you mean, laddie?" Oin asked obviously stumped for questions.

"Thorin. Thorin. Thorin. He's been out there for days. He doesn't sleep. He barely eats. He's not been himself - not at all. It's this - It's this place. I think a sickness lies on it." Bilbo theorised as he tried to the best of his ability to tell them what he was seeing.

As Bilbo continued to speak however, Fili began to look past him and see something that caused him to wrinkle his face in consternation.

"Sickness? What kind of sickness?" Kili asked feeling a little worried.

Fili walked past the group not wanting to delay any further and started heading further down into Erebor, looking at something.

Bilbo and the others noticing he was gone began to run after him, trying to stop him with Bilbo calling after him. "Fili! Fili! Fili!"

As they continud heading down, a golden light began to become visible on the walls. They rounded a corner, stopping short at the sight of Smaug's treasure, heaped so high over the floor of the cavern that the ground was barely visible. As they stared into, they noticed Thorin, dressed in ornate robes and covered in jewelry, striding slowly out of a doorway.

Thorin began speaking softly, apparently to himself. To anyone who could see him he would look strange, almost possessed, as the dwarves looked at him in surprise.

"Gold - Gold beyond measure. Beyond sorrow and grief." Thorin muttered

Suddely Thorin looked up noticing the others were standing there. "Behold - the great treasure hoard of Thror."

He suddenly flung something high into the air to where the dwarves were standing on a stairwell landing, with Fili catching it. It being a giant bloodred jewel.

"Welcome, my sister's sons, to the kingdom of Erebor." Thorin proclaimed

* * *

The newly-come dwarves entered the room where the other dwarves and Peggy were, as they greeted each other warmly with massive hugs.

"Balin!" Bofur yelled with happiness.

"Kili!" Nori said thankful that the Dwarf who had been so much was alive and well.

"Bombur!" Bofur said as he hugged him in happiness.

A polite cough was heard as they looked over at Peggy who had her arms stretched out "I'm not one for hugs in case you don't know. But I believe a simple nice to see you would have been fine with me."

"Peggy!" The Dwarves all ran her together as they hugged her.

Peggy chuckled nervously as she felt their tightened grip on her. "And this is why I don't like hugs. Because I still would like to walk by the time I'm 50 if it's not too much trouble."

The Dwarves quickly let go of her in understanding. Regaining herself Peggy decided to ask a pressing question "Jarvis. Daniel. Did they make it?"

The Dwarves looked at each other and smiled. Oin spoke up in their favour "Ready and on their way to the Mountain with Bard and the rest of the citizens my lady. They fought valiantly too. They both fought the Dragon with the bravery of Durin's Folk. Despite that Chief Sousa lost his false leg they are helping as many as they can."

Peggy while she was surprised and a little taken aback quickly understood and commended her friend and boyfriend for their bravery and helping the people of Lake Town. "So you say they both tried to hold down Smaug? Even Mr. Jarvis?"

"It was his idea my lady. He willingly was ready to lay down his life for the people and the bargeman's family. The fact that such selflessness exists in your friend. It fills me with hope and made me believe we would see the Mountain again." Oin said smiling as he thought back to what had transpired.

Peggy smiled. She was right. She knew they wouldn't go down and they didn't. Now that she secured their safety she had to follow the continuing example of putting the lives of others first as she began to press about the current situation "Well let's hope that exists in more than one person."

* * *

Having regained themselves all the dwarves were now combing through the piles of treasure, searching for the Arkenstone.

"Any sign of it?!" Thorin called out

"Nothing yet." Dwalin called back

"Nothing here." Nori added finding nothing.

"Keep searching!" Thorin ordered

"That jewel could be anywhere!" Oin yelled in frustration

"The Arkenstone is in these halls - find it!" Thorin yelled frantically not wanting to give up.

"You heard him - Keep looking!" Dwalin said agreeing with Thorin even though he wasn't sure if he was now right in doing so.

"All of you - No one rests until it is found!" Thorin ordered with a tone of finality.

Bilbo, hearing all this, began to feel awkward and a tad guilty as he began to head away hoping he wouldn't be noticed. Peggy however did notice him and decided to follow him thinking he would use this mysterious Ring of his to leave.

* * *

Bilbo walked out onto the ramparts of the front gates, near the hole Smaug made in the wall. He paced back and forth for a while about his decisions. Then, after looking around to see that no one was watching, he sat down. Unbeknownst to him however Peggy was slowly moving from behind a wall in the castle carefully observing him.

He then began to think back to his encounter with Smaug, when he was standing near the Arkenstone as Smaug's words began to sink in his mind.

 _"I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad."_

Once more checking than no one was watching as Peggy quickly hid from view, he reached into his tunic and pulled out the Arkenstone. He stared at it, as it glowed with patterns of light from within.

Noticing her chance was clear Peggy emerged from the front gate and walked towards him "Planning to run away again? It would seem you have what they are looking for."

Bilbo frantically tried putting the Stone away as he gazed into Peggy's eyes. Her stern look intimidated him a bit as he realised she was having none of his any potential attempts to save himself. Reluctantly he handed it to her as she gazed at it noting that it was truly beautiful. "Please you must listen to me. I do not know how to describe it but there is something about that Stone that is laying some kind of curse on him."

Peggy looked into his eyes. She saw no lie in them. She saw the same sort of innocence that she saw in Steve's. This isn't like whenever Bilbo had that myserious Ring which still left her skeptical whenever he had it displayed close to her. From his body language and way of holding himself he looked like he had no more to say. Any attempts to interrogate him for further information would be futile. "I believe you I really do."

Peggy looked at the Stone feeling unsure of what to do "You remember the stories I've told you? My own run ins with a potential 'Dark Power' as it were? Whatever this is. It's different but the message is clear. Thorin is battling something that isn't entirely physical. It is manifesting that way by being fueled by a internal struggle. It's something none of us can understand because it comes from the heart and ourselves."

Bilbo looked at her confused and startled. Noticing this she began to explain "The power of the Tesseract fueled the ambition of Johann Schmidt that was already there albeit a mad one. He was already lusting for power and his goals became that of evil and as a result his taking of the Super Soldier Serum developed by Erskine gave him what he wanted but not quite how he expected. It emphasised one's personality traits his evil nature meant he lost his flesh and became the living embodiment of a creature of evil. Captain Rogers' bravery enhanced his body beyond the peak of human potential. It almost felt like you had to be truly worthy in order to gain it's full proper potential."

"What does this have to do with Thorin?" Bilbo asked not following.

"Whatever Thorin is thinking this Stone is the key too it. That being he wants to regain what he has lost. A sense of honour and loyalty to his people. This Stone is the symbol and physical emodiment of that. Without it he and by having it be his only thought is free to be consumed by the greater power that lies upon that gold. It knows his want and desire and feeds off it. If we give it to him his desire will be fulfilled but there won't be honour in his heart only madness that this sickness has fed upon in his mind. Until he confronts his demons it is best it stay out of his hands for now." Peggy warned as Bilbo began to nod in understanding

Peggy sat down with Bilbo as she began to continue her thoughts. Needless to say she was putting a bit of time into something she in some respects wasn't entirely sure of and an authority on. She wasn't entirley familiar with the idea of magic and up until coming here even with the mysterious Tesseract she was sceptical of whether it existed. But now things had changed. But the one thing she knew was the power that came from that ambition and how it could corrupt someone. And while the power of a potential darkness feeding on a monster's heart was something she didn't want to happen do to what it could bring, the worst thing for her would be seeing someone she knew was good deep down be consumed by the feeling of greed and power and what they want most because everyone has the potential to be corrupted and if it corrupts the smartest and most powerful person in the world who while once having good intentions they could suddenly turn into someone extremely dangerous. Like Howard almost was when Fenhoff corrupted him with that exact intent in mind. Anything even the desire to do good could lead someone down a dark path. A path she one day hoped she would never end up in the middle of herself.

"The last time I currently saw a person driven by their love for something it came from wanting a power. Rather than the curiosity and the thirst for knowledge Whitney Frost wanted the power to fulfill a sense of purpose that her scientific prowess no matter how hard she tried wasn't showing for in the sense of others. She wanted to be seen by people but did it for all the wrong reasons. I knew another person who could have gone down that route but didn't. Someone who was trying so desperately to fulfill a sense of purpose again when they felt like they lost it after their world as they knew it was over and they had to return to a one they didn't recognise. They tried to push others away when all it did was hurt them" Peggy continued as she looked into the distance beyond the Mountain to the now destroyed city of Lake Town.

"And what happened to them? Are they alright?" Bilbo asked feeling worried about the story even though a part of him felt Peggy was distracting him so he wouldn't be worried about Thorin.

Noting his facial expression Peggy began to soften her tone "She's fine. She's better than ever in fact. And we can't allow Thorin to be consumed by this alone."

Bilbo looked solemn for a moment as Peggy then held his chin up to her so he could face her, the expression on her face turning to a more determined one. "This person I referred to was told something once. I, was told this by Mr. Jarvis. I knew he was right but I didn't want anyone else to be hurt because of me. But I soon came to realise they were willing to make their own choices and I couldn't stop them even if I tried. There is not a man or woman, no matter how fit he or she may be, who is capable of carrying the entire world on their shoulders. Now I know about Dwarves as much as I do men and women. But I'm sure the same feeling applies. And to a King? An heir to a throne? While they are supposed to have it dropped upon them. You can bloody believe it does."

Peggy put the Stone back in Bilbo's hand as he put it away "Keep it secret. Keep it safe. Until the right moment comes."

Peggy got up from the ground and began to turn around and walk away as she left Bilbo alone to be with his thoughts. Before she did though she called out one more final piece of advice "Bilbo. I know you're trying to protect him. But you can't do so unless you drop your own desire."

Bilbo knew what she was referring too. He fumbled with the Ring in his pocket as if it was calling to him again.

"I don't know much about what exactly that Ring you're carrying does but if the sickness that's preying on Thorin is fueling a desire within him then that thing whatever it is would bring him to beyond the point of redemption if he somehow knew you had it let alone the Arkenstone. Nothing is evil in the beginning. I don't want to bring you or Thorin down. But I will do as I must for the safety of everyone if I have too. I hope you understand that."

Bilbo didn't respond as he saw her walk back through the gates. He then pulled the Ring out of his pocket and gazed at it. Her words played in his head and yet he had a desire to not listen. Only to his Ring. His precious. His own.

* * *

At the Laketown camp, the people were packing supplies and getting ready to leave.

"Take only what you need. We have a long march ahead." Bard said knowing they needed to travel light.

"Where will you go?" Legolas asked having caught up with them.

Bard looked across the lake. "Where is only one place. The Dwarves have agreed to tell Thorin Oakenshield and his Company that we are coming. That is if they survived."

"The mountain! You are a genius, sire. A briliant idea of swindling those Dwarves. We can take refuge inside the mountain. It might smell a bit of dragon - The women can clean up. It will be safe and warm and dry, and full of stores, bedding, clothing... the odd bit of gold." Alfrid surmised now feeling a bit better at that prospect.

"What gold is in that mountain is cursed. We will take only what was promised to us - only what we need to rebuild our lives." Bard said dismissing him as he dumped a bundle of sticks he was packing into Alfrid's hands and walked off.

Alfrid feeling annoyed then dumped the sticks into the hands of an old woman who already had a load of sticks. "Here - pull your weight!"

Alfrid suddenly heard the woman making a noise of gratitude as he turned to see Jarvis taking the sticks away from the old woman as she left his sight. "Oi! You weren't supposed to do that. I asked her."

"You did. But I thought it was unfair and not efficient. You won't get things done if you keep assigning people tasks they cannot complete." Jarvis summerised much to Alfrid's confusion and annoyance. "Plus I did not need your permission. An ideal butler provides service without being asked"

Alfrid gave him a glare as he walked towards him "Just watch yourself you and your Fancy looking clothes. Things were a lot easier for me before you and your friends came along. Now I have to worry about the fact I might get me head shot off by someone looking for a fight. I don't want someone to miss someone else and hit me instead. Otherwise that would be a bad thing for the town since I am the King's second in command who still needs me." Alfrid sneered as he walked away from the butler.

Jarvis noticing he was out of earshot muttered "Doesn't sound like such a bad idea to me."

Back over with Bard and Legolas the duo were still conversing about what could come with Legolas turning the matter to what Bard's actions had inadvertently brought "News of the death of Smaug will have spread through the lands."

"Aye." Bard said agreeing with him.

"Other will now look to the mountain - for its wealth, or its position." Legolas added with caution.

Bard suddenly was curious about the Elf and what he wasn't telling him. "What is it you know?"

"Nothing for certain. It's what I fear may come." Legolas, said with concern as he looked off into the distance.

* * *

Time was passing through quickly. While their time was short and their condition not good the people of Lake Town were still ahead in planning the long road ahead. Tauriel and Legolas were striding through the Laketown camp. While a part of Tauriel wanted to stay and help another part of her knew a more pressing matter was at hand that needed to be addressed.

"You saw something out there." Tauriel said noting how her friend's expression changed the last time they saw each other.

"The orc I pursued out of Laketown - I know who he is. Bolg - a spawn of Azog the Defiler. A warg pack was waiting for him on the outskirts of Esgaroth. They fled into the north. These orcs were different from the others. They wore a mark I had not seen for a long time. The mark of Gundabad." Legolas revealed.

Tauriel stopped in shock as she turned to Legolas in confusion. "Gundabad?"

"An orc-stronghold in the far north of the Misty Mountains." Legolas answered "But there was something else as well."

"What?" Tauriel asked wondering what else could be there.

"I saw what looked to be monsterous Trolls also travelling as part of their forces. But they weren't Trolls upon closer inspection. They were Orcs. Transformed to look physically stronger but even more monsterous." Legolas answered revealing more information.

Tauriel was speechless. How was such a feat possible? Was it through some kind of dark magic? "What could this mean?"

"I do not know. But they too had their own armour. And bore a mark I was unfamiliar with. It was red. And shaped almost like a serpant. I fear this may be the person that our Orc prisoner spoke of that he told Agent Carter to fear." Legolas said in a grave tone.

"The Orcs carried these mysterious weapons in their attack. They displayed an ability to fire a powerful blast of some kind. Should we warn Chief Sousa and Mr. Jarvis?" Tauriel asked feeling that if they were going to go the Mountain to reunite with Peggy and the Dwarves then they should inform them of this information that may have changed the tide of this oncoming battle for the worst.

Before Legolas could respond though he turned to face an elf from Mirkwood who was riding up on a horse to address him.

"Hîr nín, Legolas. Celin 'winiath o adar lín." ("My Lord Legolas, I bring word from your Father.") The Elf began "Cân i hi danwenidh na le." ("You are to return to him immediately.")

"Tolo, Tauriel." ("Come, Tauriel.") Legolas ordered

"Hîr nín. Edlennen Tauriel." ("My Lord, Tauriel is banished.") The Elf revealed

"Edlennen?" ("Banished?)" Legolas asked making sure he was hearing the Elf right.

Both Legolas and Tauriel were surprised. Although maybe they knew why deep down.

"You may tell my father: If there is no place for Tauriel, there is no place for me" Legolas said switching back to Common Tongue.

"Legolas. It is your King's command" Tauriel said trying to reason with him logically.

"Naw aran nín, mal ú-gân innas nín." ("Yes, he is my King. But he does not command my heart.") Legolas said seemingly revealing his true feelings as he turned and walked away from the elven messenger.

Tauriel stood back a little surprised by his words. Quickly she was broken out of her trance by his next set of words.

"I ride north. Will you come with me?" Legolas asked hoping she would come with him and not leave again.

"To where?" Tauriel asked

"To Gundabad." Legolas answered as if it were almost obvious.

Tauriel nodded in understanding as she and Legolas began to ride out of the Laketown camp on Legolas's horse. Before they left completely however she ordered him to stop by Jarvis and Sousa who were helping people as much as they could. Tauriel addressed both of them "Chief Sousa. Mr. Jarvis."

Both turned and looked up wondering where they were going. Jarvis decided to speak on their behalf. Sousa was in the process of having a piece of armour that was found from the bodies of guards being fitted as part of his missing leg by one of the blacksmiths.

"Master Legolas. Miss Tauriel. Where might you be going? Are you going to the Mountain?" Jarvis asked confused.

"We are sorry to report we are not. We must ride out to learn more about the Orcs who attacked the city." Legolas answered

"I just wanted to say. Good luck. And tell Miss Carter if I never see her again that I wished things could have been different and if I could have spent more time with her it would have been an honour." Tauriel said as she saw Jarvis smiling at her words.

"You're message will be passed on my lady. Good luck to both of you." Jarvis said as he watched them leave.

Now that they were gone Jarvis turned to Sousa who was standing up right as best he could. He still was using the crutch to steady himself as the blacksmith tried his best to explain his current state of his new leg which was pieces of armour and metal hobbled together in order to create a working leg. "It's a crude work in progress sir and it will take time to fix but it's a start."

"Well your help is appreciated." Sousa said thanking him.

"Anything to help the men who helped in the Dragon's downfall." The blacksmith said as he left them.

Sousa and Jarvis observed as they saw the townspeople, carrying their possessions and stretchers with their sick and injured, begin the long trek around the lake and toward the Mountain.

"It'll be a long road ahead." Sousa summerised "Sad thing is we'll probably lose some of them along the way.

"Well we'll have to make the most of things then." Jarvis said as he and Sousa went to join the crowd.

* * *

In Lothlorien Galadriel was lost in thought contemplating the events that had transpired. Until now she had thought her mirror and her telepathy gave her an advantage and that the future while uncertain could be changed but now she wasn't sure. Needless to say once she had sensed Gandalf in danger her thoughts quickly began to become focused on any potential way to save him and other surprises as so not to repeat the fact that she didn't detect the Red Skull nor Peggy Carter and her friend's initial arrival. Hence why once she sensed the arrival of the Howling Commando's she used a teleportation spell to bring them to her and once they explained their situation and she explained the situation on their end they sent word for Howard Stark. Now she was preparing to send Stark and a few of the Commando's to Lake Town to assist in the rescue of the survivors while the rest accompanied her on her journey along with Saruman and Elrond.

"So I'm curious what is the eco structure on this place? I was checking out the golden trees I think you called them. Are they made of real gold or what?" Howard asked curious as he observed the area with interest although a part of him also had money and scientific study on the brain. This place was only one area he could only imagine what the rest of this place was like.

Galadriel gave a nod indicating she understood Howard's comments and despite his sometimes questionable behaviour knew a deeper man laid inside him "They are called Mellyrn Trees. They are in many ways similar to beach trees. And they are not golden literally. Only the leaves are gold and they turn so in autumn." Galadriel answered

"Oh" Howard said feeling kind of foolish.

"Your curiosity for science and the unknown is an admirable trait Mr. Stark. One that I think out weighs your thoughts on money more than you think. You seek to do as much good as you can to right any wrong you may have committed." Galadriel said cryptically as she caught Howard's response which seemed to indicate she was right.

"I just want to make sure Peg is safe. I promised him I would look out for her even if she would probably say I don't have too." Howard said remembering how he felt when he lost Steve. "He was the only thing I ever did right. I'm sure you know that with your weird mind thing you have going on there. And if you see any thoughts you don't like in there then I'm sorry in advance."

"Your escapades with various women is something that is none of my concern nor something I feel I best not know." Galadriel began as she walked towards him. "Your admiration for Rogers and your work with him is something you should always have with you. But that does not mean you won't have the potential to create something greater. I feel your greatest achievement has yet to emerge. Perhaps when you grow up as it were."

Howard scoffed at this as he turned away towards Jim Morita who was about to be ready for transport along with Jacques Dernier and James Montgomery Falsworth. The four of them would go to Lake Town while the remaining Commando's consisting of Dum Dum Dugan, Gabe Jones, Pinky Pinkerton and Happy Sam Sawyer would go with Galadriel to Dol Guldor.

"We're ready for transport ma'am." Morita said as he saluted her.

"Your formality is welcomed but unnecessary soldier." Galadriel said as she prepared her spell.

Suddenly her thoughts were interrupted by the arrival of Saruman and Elrond. Saruman observed the soldiers with uncertainty and scepticism. "When you said we were being assisted by warriors my lady I was expecting more formidable fighters."

"Well you haven't seen us in action yet Old Man Winter. Just be sure to watch yourself out there." Dugan joked however Saruman glared at him unamused.

Dugan noting his expression whispered to Stark "This is going to work out great."

"You face a grave journey ahead. I wish you good luck" Elrond said as he noted their expressions.

While the Howling Commandos and Howard had been warned about Elrond's resemblance to the Red Skull beforehand needless to say they were still taken aback. Bar the pointy ears he looked exactly like Schmidt prior to his transformation. Finally Howard answered on their behalf "Right. Thanks."

Galadriel commanded the force that was leaving to stay still. Once they did she successfully teleported them away. "It is done."

"So are we next?" Gabe Jones asked wondering if she would teleport them as well.

"An open teleportation into Dol Guldor would alert Sauron to our presence. As a soldier of war I thought you would understand this?" Saruman asked again raising his scepticism.

Galadriel held up her hand to signify him to be silent "Saruman is right. We must do this under cover of shadow."

"You heard her Commando's move out." Dugan ordered as he led his remaining team out of Lothlorien.

Noting they were gone the three members of the White Council were left to voice their opinions with Saruman making his points clear once more "I remain unconvinced. I warned Gandalf what this quest would bring if he continued to dabble with Dwarves and their affairs and now he has brought another threat upon us."

"The quest was a bold one but also one that revealed to us a great many things. If it were not for this journey we may have discovered Sauron's return too late." Elrond said trying to meet both half way.

"I feel it may already be too late. We have already failed to discover this Red Skull sooner. Perhaps we are losing our connection to the Valar?" Saruman theorised

"We must face no further delay. The future of all worlds depends on it." Galadriel said as she led them onward to Dol Guldor.

* * *

The enemy was moving at a further rate then they realised however as Azog was now riding his white warg at the head of a vast company of Orcs, all armed for battle. They were at this point crossing a rocky plain, with the Lonely Mountain in the distance as their destination. Azog was driving the makeshift car Red Skull had constructed for him. While he preferred a mount this mode of transport wasn't so bad but that didn't mean he was giving the Red Skull any credit.

Azog looked over as he saw Bolg, riding his Warg, charged in from Laketown to deliver a message to him. "Woodland Elves! The King's son and a She-elf - They tracked us down to Laketown.

Azog raised his arm, the hand of which Thorin cut off but was now replaced with a large blade, as the legions of Orcs stopped "And you killed them?"

"They fled squealing like cowards" Bolg answered with a snarl.

Azog however was not happy at his son's actions. "You fool! They will return with an Army of Elves at their backs!"

Azog had received orders from the Red Skull to instruct his spawn to arrive at their fortress in Gundabad. Apparently he had somehow been allowed access to that area too and was creating more creatures no doubt of his own design. But also another army force was there. A trap would be set. "Ride to Gundabad. Let the Legions come forth."

Bolg grunted in assent as he road off. Azog turned and faced his Orcs, raising his bladed arm. "Elves! Men! Dwarves! The Mountain will be their tomb!"

He turned and began riding toward the Mountain. "To war!"

* * *

 **Author's Note: So yeah that's that chapter done. A little longer then I intended mostly because I didn't really know where to end it. I went back and forth on whether to end it with the oncoming storm of war or our secondary heroes making their move and eventually settled on the former as the last bit for this chapter.**

 **Galadriel's mirror and Galadriel herself are a mystery in how unlimited or limited in how they see things. My initial idea and it's probably not right is that something can only be seen if it connects to this world. It would take time see other people's future unfamiliar to her and now that she was getting used to things is starting to adapt and see things our heroes from Earth might not know yet. I'll leave it open as to what those were but her reference to the future Stark is one that is deliberate.**

 **Also I hope the conversation Peggy had with Bilbo made sense enough. Anyone can say they can do drama but writing it and understanding it at the core area it is difficult too do and it's something I've struggled with throughout this. As I've always said I hope I'm doing a good job and if you have any suggestions or ways to improve don't be afraid to voice them in your reviews. I believe the right feedback is necessary when it comes to your work so that way it can improve which is what I want to do.**

 **Bringing the Howling Commandos into this story was not only a way to even the playing field in terms of the fight but also so they could get more to do and have more lines. I liked these guys in Captain America The First Avenger and when they showed up in Agent Carter but like Sif and the Warriors Three in the Thor films they are side lined. I get why but it would be nice if we had more stories where they were featured so this was my way of doing that.**

 **I'm sure some would question and wonder whether or not Saruman would be interested if he learned more about Stark and his technology as well as the Red Skull and what he's accomplished since the films and the books were indicating he was possibly thinking of turning to Sauron by this point in the timeline? Well who knows. After all Red Skull is creating new Orc monstrosities with a version of the Super Soldier formula. Saruman will go onto to create his own monstrosities with the Uruk-hai in the future. I'll leave it open to the possibility of a connection.**

 **Anyway I think that's it for now but knowing me I've probably forgotten stuff. To all those who have been reading this story and the rest of my stories I thank you for your continued support. I wouldn't be doing these stories if it weren't for you reading them.** **This is your friend Steve993 signing off and I'll see you next time.**

 **Also one last note and I should have really been doing this before with all my stories but didn't but will do so in the future which is that I don't own Agent Carter which belongs to Marvel and Disney nor the Hobbit and anything related to that universe which belongs to Warner Brothers/New Line as well as the Tolkien estate. This story is strictly being done for pure fun and in no way is an attempt to profit of the properties involved**


	20. A House Divided

**Disclaimer:** **I don't own Agent Carter which belongs to Marvel and Disney nor the Hobbit and anything related to that universe which belongs to Warner Brothers/New Line as well as the Tolkien estate. This story is strictly being done for pure fun and in no way is an attempt to profit of the properties involved**

* * *

 **Author's Note: Hey everyone. So took a bit of time out but now here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Also not long after I posted the previous chapter I realised it had been officially a year since I started this story and the day I posted the last chapter was on it's 1 year anniversary. All the more reason I guess to finish this story sometime this year. Also Happy Birthday to Hayley Atwell whose birthday was April 5th (Peggy Carter's birthday in universe also fell recently on April 9th). My hope as a fan is that she had a great day and I hope to meet her someday.** **Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

In Dol Guldur, Gandalf was still chained up and beaten more worse for ware but despite that was still hanging on. He knew that he had too. He was in the process of chanting a spell of some kind while hanging in the cage in an attempt to contact Galadriel hoping she was nearby or on her way. Radagast seemed to have heard him as he chanted a similar spell from far away.

An Orc suddenly approached Gandalf, his sword bared interruping the spell. "Spells will not save you, old man."

The Orc grabbed Gandalf's cage and threw it to the floor violently as be began to interrogate the wizard causing it to break as it fell apart around him "You have something my master wants."

Gandalf had barely anytime to react as he found himself being held up by the neck "Where is it?!" The Orc threatened once again tossing him to the floor "One of the three Elven rings."

The Orc walked around the downed and defeated wizard like a hunter trying surveying his prey. Suddenly in a moment of defiance Gandalf grabbed the chain that was next to him as he used it to slap the Orc across the face before he fell to the floor in pain. The Orc felt nothing though only spitting out a bit of blood as he grabbed the defeated wizard and smashed him down to the ground once again as he noticed the Ring on Gandalf's finger "The Ring of Fire! Where are the others?"

Unaware of her presence due to his interrogation of Gandalf allowed Galadriel to walk through the ruins of Dol Guldur, barefoot, her ring shining with a white light in the darkness unseen by the Orc or Gandalf.

The orc continued to throw Gandalf, around, while Gandalf cried out in pain.

Galadriel approached Gandalf's location, his cries of pain sounding loudly in the night as the Orc abused him more.

The Orc deciding that the wizard wasn't going to comply forcefully dragged Gandalf over to an alter as he prepared to cut the Ring from Gandalf's finger the same way he did Thrain. "This is my Master's domain."

Gandalf tried his best not to close his eyes as he saw something approach them. A light in the darkness of this evil place.

"Die now Wizard!" The Orc proclaimed as he suddenly stopped upon seeing Galadriel appear standing alone but confident against her enemy.

"I come for Mithrandir." Galadriel began as the Orc did nothing but snarl at her "And I will leave with him."

Forgetting the wizard for a moment the Orc carelessly tossed him off the alter and to the side as he approached the Elf witch ready to kill her.

The Lady of the Light however remained unphased. Noting that his defiance was probably going to be his answer she decided to respond with a threat of her own. "If you try to stop me. I will destroy you."

The Orc being unfearful of her claims roared, as it ran at Galadriel. His mistake would be his undoing as with just one flick of her arm Galadriel sent a shockwave of power, completely obliterating the Orc while the energy expanded all around her, lighting up the sky for miles around, the loose rubble flying around from the massive pressure.

With the Orc dead, Galadriel wasted no time in going to pick up Gandalf, who was now almost dead. She walked through the ruins carrying him hoping there was still time to save him yet.

Suddenly Sauron's voice spoke out of the darkness, causing Galadriel to stop. "Shre nazg golugranu kilmi-nudu" ("Three Rings for the Elven-kings under the sky.")

Galadriel while trying to remain calm still felt a chill come down her spine. The darkness really was here and it had returned in full force almost. Sauron was becoming more powerful than they initially believed. She remained still as the Dark Lord continued to recite the famous tale of the Rings of Power. One she knew he was more than familiar with as he still was adament of finding his Ring that was still lost. "Ombi kuzddurbagu gundum-ishi" ("Seven for the Dwarf-lords in their halls of stone.")

Galadriel allowed herself to finish the tale "Nine for mortal men doomed to die."

And indeed her fears were correct as she looked around in shock as the nine Nazgul slowly become visible around her, in corporeal yet partially translucent forms. As they slowly drew closer, wielding their weapons, Galadriel stumbled back until she was sitting on the pedestal of a statue in a courtyard, with Gandalf in her lap. Still unconscious, Gandalf groaned as he heard a noise rumble. He was here somewhere. Watching and waiting.

"You cannot fight the shadow. Even now you fade. One light alone in the darkness." Sauron threatened feeling the fear in the Lady of the Light. There was no escape for his enemies this time.

Suddenly Galadriel's tone of voice and feeling changed as she looked up with a determined face. "I am not alone."

Behind the Nazgul, Elrond and Saruman strided out of the ruins, Elrond wielding his sword and Saruman his staff.

"Are you in need of assistance, my Lady?" Saruman asked his tone not changing from his dignified self despite the darkness that surrounded them.

Snarling, the Nazgul leapt forward to confront them. Saruman gave Elrond a look ready to attack. Their other friends were also there ready to make a move as they hid behind a pillar ready to act.

The Nazgul prepared to attack but suddenly were confused as they saw a bunch of grenades fly on the floor in front of them. Not having any time to react the grenades exploded destroying the ghosts while Saruman and Elrond managed to avoid the blast and shield themselves.

"Woo!" Dugan yelled clenching his fist in a triumphant matter.

The victory didn't last however as The Nazgul suddenly reappered ready to strike again.

"Guess they want to do this the hard way." Dugan said as he cocked his shotgun while Happy Sam Sawyer, Gabe Jones and Pinky Pinkerton cocked their guns also ready to aim.

"You should have stayed dead." Elrond said as he prepared to attack.

Elrond and Saruman leapt forward, attacking the Nazgul while the Commandos ducked and began firing. The Nazgul disappeared every time they were hit, yet they kept coming back no matter what. Saruman forcefully threw a Nazgul off a cliff in an attempt to bring it down but it managed to clamber back up the cliff and resumed attacking before Gabe Jones shot it's hands and head off sending it flying over the edge again. Despite this, Saruman, the rest of the Commandos and Elrond were still fighting incredibly well against the undead ghosts.

One of the Nazgul jumped up behind Sam Sawyer as he shot it in through the corporeal eye as it kept coming towards him as it grabbed on to them trying to throw him over the edge but before he could do so Pinkerton shot the ghost in the back sending it flying over the edge. Sawyer put his hand on his friend's shoulder to signify respect. "Thanks."

"Well now we're even for that time we were cornered down in the middle of Russian winter" Jones said in a friendly manner as the two resumed fighting off their attackers.

Elrond cut through and destroyed each of the Nazgul that came to him with ease. Fighting back to back to Dugan who continued to fire into the Nazgul allowed him to converse with the Elf lord "For a clone of Schmidt. You got some skills pointy ears."

Elrond chose to ignore his comment and simply said "Duck."

Dugan confused felt his hat about to be knocked off before Elrond moved him out of the way as Saruman blasted a Nazgul that was behind Dugan over the ledge. Making sure his hat wasn't lost first Dugan then gave a salute to thank the wizard in response "Thanks Old Man Winter.

Saruman said nothing as he continued his attacks as did Elrond and the rest of the Commandos. Dugan shrugged his shoulders as he pulled a hand gun from a holster and shot one of the Nazgul that was about to come up behind him without looking, completley obliterating it.

Galadriel bent down as she gently began talking to Gandalf. "Mithrandir, come back."

As Saruman, Dugan and the Commandos and Elrond continued fight behind her, Galadriel leaned down and kissed Gandalf's head. He suddenly breathed in deeply, waking up and gasping for breath. His only words being "He is here."

"Yes - the darkness has returned." Galadriel said noting he was referring to Sauron although she sensed another presence lurking about which could only be the Skull's.

As the others continued fighting, Radagast appearsed in the courtyard on his rabbit-pulled sled. "Gandalf! Gandalf, climb on!"

As Gandalf tried to get on the sled, Galadriel layed on the floor, weakened from bringing Gandalf back from the brink of death. "He is weak. He cannot remain here - It is draining his life."

As Galadriel ried to help him up, she found her comment a bit self serving as she too began to feel weakened both from her drained power she used and also the darkness of Dol Guldur overwhelming her. Gandalf managed to get on the sled, as Radagast prepared to leave.

"Go! Quickly!" Galadriel ordered with no hesitation in her voice showing.

Gandalf reached back and grabbed Galadriel's arm as he began speaking to her, his voice still hoarse and weak but his tone indicated he was pleading with her "Come with me, my Lady."

Galadriel looked at him sadly, as she then pulled her arm away with an effort. Her skin suddenly became white, her eyes and body shining with a strange, powerful, and dark light as she turned to face Radaghast. "Go!"

Radagast while slightly taken aback quickly complied as he Gandalf rode off. Galadriel layed on the floor, surrounded by the fighting Nazgul and Elrond, Commandos and Saruman. Eventually, Elrond, the Commandos and Saruman managed to seemingly kill all the Nazgul with Dugan shooting one through the head, Sawyer shooting one through the chest, Jones taking out a knife and stabbing one causing it to explode and Pinkerton using a grenade to blow one up. Saruman sent one flying over the cliffs as it blew apart upon impact it's remains falling from the rocks into the abyss while Elrond stabbed one causing it to fall and wither on the floor in pain eventually dissolving. Noting the enemy was gone allowed them all to pause and catch their breath from the intensity of the battle.

"Well I say that's one for the books. Wouldn't you sir?" Gabe Jones asked as he saw Dugan lighting a cigar "You brought a cigar?"

"Several." Dugan answered as he smoked. "Hey we just took down a bunch of ghouls don't I deserve something in return?"

"Your attempts at levity remain unfulfiling Mr. Dugan." Saruman said as he observed the damage.

"Well it doesn't matter so long as they are dead." Dugan said as he continued to smoke.

"You cannot kill what is already dead." Elrond said as he and Saruman approached Galadriel to see if she was alright.

Suddenly the wind picked up, as a nearby tower exploded in a massive ball of fire. Elrond became defiant as he readied his sword for battle. "He is here."

"I take he isn't like the President or something?" Sam Sawyer said as he cocked his gun ready to fight.

"Sauron" Elrond said simply as in the place where tower once stood suddenly the flaming eye of Sauron appeared. Saruman and Elrond flinched in the face of its power while the Commandos even allowed themselves to be surprised.

"So undead ghosts isn't going to be the weirdest thing I'll see today. Wish someone could have told me." Dugan said as he looked upon the Dark Lord in shock

"It has begun. The East will fall. So shall the Kingdom of Angmar rise." Sauron began to threaten as the pupil of the Eye expanded allowing him to return to his old form. Beside him the Nazgul began to ride all of whom he apparently resurrected with his power. "The time of the Elves is over. The Age of the Orc has come."

"They're coming up out of the floor. They're coming out of the goddamn floor" Sawyer said as he began to panic. "Let's book."

"You're in the Howling Commandos soldier. We don't book during a fight." Dugan said as he cocked his shotgun ready for another fight if there was one.

As the Nazgul raised their weapons and approached, Elrond, the Commandos and Saruman prepared to fight, only to step back as Galadriel suddenly rose up from the ground, glowing with a green light, her entire appearance changing to one of power. She raised her hand, as a bright light coming from the Light of Earendi emerged, allowing her to blast the Nazgul away, back into the Eye.

"YOU HAVE NO POWER HERE, SERVANT OF MORGOTH!" Galadirlel bellowed as the fire around the Eye disappeared, leaving only Sauron's armored form. Sauron was chanting as well in an attempt to stop her flashing in the fire of his Eye.

As Galadirel continued to speak Dugan raised an eyebrow as he suddenly noticed her voice changing into a deep, booming, and powerful tone. The Eye not wanting to be defeated kept flashing with fire and chanting in Black Speech, as Elrond and Saruman raised their hands to shield themselves from the battle of power between Galadriel and Sauron. Dugan giving his team nod told them to do the same as they slowly backed away again weapons raised. "YOU ARE NAMELESS, FACELESS, FORMLESS! GO BACK TO THE VOID FROM WHENCE YOU CAME!"

"Shit! Everybody duck!" Dugan ordered as they all made a leap jump away from the blast with the force of Galadriel's power having extinguished the Eye's flames, and seemingly sending Sauron hurtling into the sky in retreat. Galadriel's powerful form disappeared, as she staggered back, Elrond catching her as she collapsed. Gandalf and Radagast who were on the way out stoppped to look with Gandalf himself now feeling better physically but on the inside he was deeply troubled.

"Dandollen hon." (We were deceived.") Elrond said still reeling from the shock over what transpired.

"I have no idea what the hell you just said but I agree with it" Dugan said as he got up from the ground and walked to edge to see if Sauron was gone beyond their sight which he was.

"The spirit of Sauron endured." Galadriel said agreeing with Elrond still feeling weakened by her extensive use of her power.

"And has been banished." Saruman added seemingly overlooking the seriousness of this situation.

"He will flee into the east." Galadriel countered knowing that Sauron wouldn't stay down for long. His time for resting was over. His full return was imminent.

"Gondor should be warned. The must set a watch on the walls of Mordor." Elrond reasoned

"I have no idea what Gondor is but if this Sauron is as dangerous as you claim he is my team and I can give these guys a call and let them know what's up." Dugan proposed as his team indicated they were on board with the idea.

"No. Look after the Lady Galadriel. She has spent much of her power. Her strength is failing." Saruman ordered

"The life of the Lady is important I understand. But I don't know if you also realise the seriousness of what just happened pal but we just got our asses kicked. Now I don't know how we'll fight that thing but..." Gabe began before Saruman interrupted him.

"And so you shall not. You all must leave this place. Go to the Men of the Lake reunite with your forces and Agent Carter and leave this realm." Saruman ordered feeling tired of the interference of these outsiders.

"But we just helped you. I believe a thank you is in order." Pinkerton said feeling offended.

"Your help is no longer needed. Leave now while you still can." Saruman ordered his decision being final.

"You should listen too him. For your attempts to stop the new world order are inevitable." The voice of the Skull said ominously as the Commandos raised their weapons.

"So he really is here?" Gabe asked still surprised

"Seems like it. Come on out and show yourself you red faced tomato. And we'll grant you a quick and painless defeat. Well okay maybe some pain will be involved." Dugan said trying to remain diplomatic even though he really wanted to blow the Skull away for all the crimes he committed.

Everyone looked around as they suddenly heard a noise from up in the sky as they saw an armoured figure flying above them as he hovered near the edge "I'm afraid your attempts to bring me in Mr. Dugan shall do you no good. For I have become more powerful than one can possibly imagine. Even more powerful than Rogers."

"Come down here. And you're life will be spared." Elrond ordered feeling this was his supposed doppelganger speaking to them.

The figure flew down his hands stretched out as he omitted a green energy that blasted into the floor as he then landed on the floor his fist punching into it before he rose and took off his red glad helmet which had a Red Skull logo on it to reveal his own regular Red Skull face.

The Commandos again had their guns at the ready prepared to take down their old enemy. Saruman stood defiant but was still taken aback slightly by this man's monsterous appearance which Galadriel was slightly horrified by as she began gasping and falling to the floor again in pain. Elrond put his hand to her as he gazed upon the Red Skull who true to what had been said looked to almost be a deformed version of his own face bar the missing of his Elf ears. If he weren't an enemy Elrond would be fascinated by this but knew from the way he was talked about that he was dangerous thus he needed to be prepared to take him down.

"Step any further and we'll blow you away" Dugan threatened

"With this armour at my disposal I'm afraid your weapons will do no good. It was quite a unique design." The Red Skull said as he looked at one of his hands noting the work was done to perfection as he requested.

"A fancy design. Where did you get it from?" Dugan asked.

"If I specify whom it was then I'm afraid you will be demanding more questions." The Red Skull teased knowing his enemies were confused.

"What did Sauron promise you?" Elrond asked wanting answers

The Red Skull walked over to Elrond as he touched his face. Elrond didn't flinch as the Skull placed his hand on Elrond's chin "How you have my former face is a question that shall forever remain a mystery. But there are so many things I have seen and wish to share. Things I see clearly now. And I aim to change them."

Everyone looked at the Skull naturally confused as he began to explain "I set out to control the power of the Gods. An effort that I almost had achieved had it not been for Rogers. Rogers. He was all I could see as I fell aimlessly through the cosmos. He remained in my mind. How I was defeated by him." The Red Skull explained

"That still doesn't explain how you got here." Dugan interrupted as the Skull held his hand up ready to blast him as he reluctantly silenced himself.

"My body remained in tact but my mind began to fade. Ones mind can be torn by time and space should it's power overwhelm them. Finally I found myself stranded in this realm landing in this place of darkness. My mind already broken the darkness of this place tore me down more. I was lost and became a rabid animal. Such as how he found me. Discarded. Forgotten." The Red Skull bitterly reflected "My mind began to return in pieces as I recalled my enemies. How they defeated me. Once Agent Carter arrived and that servant Azog informed him of her attempts to stop him I recalled her name. So he restored me to my former glory in so that I she be bring her down and stop her from assisting the Dwarves any further."

"You were still insane before. So what's the difference?" Dugan asked sarcastically.

"Sauron wanted information. What did you demand in return?" Saruman asked feeling there was more to this deal.

"Revenge." The Red Skull answered simply. "I knew I had to have revenge. But he showed me that Rogers was lost after the war. They never found him thus depriving me of my revenge against him. But he gave me glimpses into things. Future events."

Galadriel naturally began to feel worried at this revelation. How much did the Skull know about the future of his own world? If he knew too much about the future he could cause events to change for the worst. "What did he show you?"

The Red Skull smiled as he revealed a Palantir "This showed me many things. It showed me that Hydra lives on. My legacy will strive as a force to be feared. And I saw a glimpse of a man of iron. One who used the name Stark"

"That's a load of shit." Dugan said dismissively. "We captured the remainder of Hydra's forces. They've all been locked up. No one is running around"

"And yet you're government has begun recruiting German scientists. Which you will only continue to do." The Red Skull added

"Peg was never on board with it and frankly I was sceptical too. But it was the government's orders. Anyone who we felt was too dangerous like Reindhart remained in prison." Dugan added the distrust in his voice showing.

"And how much is the US government truly on the side of good Mr. Dugan?" The Red Skull asked his tone indicating he knew something "There always enemies. Even if you cannot see them. For they hide in the shadows. Like Sauron."

"What are you planning?" Elrond asked feeling that the Skull would not remain a servant to Sauron for long.

"I only served the so called Dark Lord to regain my own power. My forces are strong. With the power of alchemy and Erskine's formula which this artefact showed me the truth of I have created a force stronger than any being of this realm. Soon when the world of men, Elves and Dwarfs fall they will have to no choice but to submit or suffer at the hands of the New Hydra Order." The Red Skull said denouncing the Dark Lord and enforcing his own rule.

"Sauron will not bow to anyone even without the One Ring at his disposal. You are wasting your time." Saruman said although he was intrigued by the force that the Skull had seemingly built.

"I saw images in my journey. Visions of time and space. Beings stronger than I who seeked to rule as I did. I wanted to be stronger than them. But I knew that were impossible without a power to rival theirs and without the Tesseract I could not do so. Until I found a way that is." The Red Skull revealed as he held out a Stone which had a strange symbol on it "If I could not control the power of the Gods. Why not bring them too me?"

"What is that?" Elrond asked before Red Skull shun it at him.

"Your death!" The Red Skull yelled as he harnessed the power of the Stone and sent an energy blast at Elrond knocking him to the floor.

The Commandos were ready to fire but with one quick move the Skull harnessed the stone's power to send them flying away into the walls and and onto the floor. Saruman utilised his staff to send a blast at the Skull which he blocked with his hand and harnessed the energy to send it back at Saruman knocking him away as he tried to not stumble over.

Noting his enemies were out of the way the Skull walked towards Galadriel. He knew from what he had been informed about her and seeing her display of power first hand she had the power to denounce him in samethe way she did Sauron. This he couldn't allow "This Stone was formed from a realm far beyond yours. For a being who claims to know much. You see so little."

Galadriel looked up at the Skull with mixed feelings. She sensed his power which indeed was strong. But also potentially unstable enforced by his twisted mind. Seeing the Palantir which had been dropped to the floor she moved towards it as the Skull moved to attack her.

"Die witch!" The Red Skull proclaimed before Galadriel grabbed hold of the ball and absorbed information from it which again began to drain her of her power. Quickly moving though she touched the Red Skull's head placing her thumb to it.

"What are you doing?" The Red Skull asked bewildered

"You wish to see what you want to see. I will show it too you. But be warned for what it could bring you." Galadriel warned as she transported the images into the Skull's mind causing him to fall back to the floor in shock and bewilderment Galadriel falling suit.

The Skull panted as he began to recollect what he saw "He lives. He lives."

Everyone else managed to rise as they slowly backed away from the Red Skull who turned to them as he began to float in the air and disappear. "Your attempts to frighten me have done you no good Elf witch. They have only inspired me to complete my plans sooner. So tell me. Why show me this?"

Galadriel staggered to move as she faced him "To show you that even if your enemy is alive or dead. As long as there is an ideal set than people will live by that example. Be it from someone they learned or the people that learned from them. That example is what Margaret Carter continues to live by and will keep alive for years to come. None of which you shall live to see."

The Red Skull growled at her words "Than I shall destroy that ideal. Permanently."

Galadriel continued to look upon him her eyes turning a whiter colour "You... You cannot see. But I can."

The Red Skull suddenly became curious. What did she not show or tell him? He saw vague images of Rogers apparently alive. Somewhere. Fighting alongside others including the man in the Iron Suit who he saw was related to Howard Stark. They were fighting strange invaders. They may have had something to do with that figure who was dressed in a gold armour with purple skin that he saw. If she was withhelding information he needed to know "What? What do you see?"

"I see your defeat. A aerial war machine crashing into the floors of the empire it strived to build upon it's attempts of playing with fate." Galadriel warned. "Do you believe you can still tempt it?"

Red Skull feeling annoyed by her riddles fired a blast at her but just as it was about to hit her she mysteriously vanished. At first the Skull thought he had killed her and she had been obiterated but then realised he was wrong as he suddenly her voice began to chant throughout the fortress in an attempt to drive him out.

Finally Red Skull agreed to leave but not because he was fearful. He needed to go to Gundabad. To enact Phase 2. "I have no more time for games. You have only a short time left in this world. Use it wisely."

And with that the Red Skull flew into the air as he then vanished using a teleportation spell. Everyone looked around in an attempt to find him as Galadriel suddenly made herself appear again.

"We shouldn't let that bastard get away." Dugan said feeling bad about letting the Skull get away feeling the more he was left roam free the more it felt like the war was suddenly still going. That until the Skull was captured and executed only then would Steve be avenged.

"There is nothing left we can do." Saruman said dismissing his fears.

"My Lord Saruman, he and Sauron both must be hunted down and destroyed, once and for all." Erlond said agreeing with Dugan.

"Without the Ring of Power, Sauron can never again hold dominion over Middle-earth. If this Red Skull has amassed a force that is as big as he claims we cannot face him in open war." Saruman added

"He will bring open war upon the Kingdom of Erebor." Galadriel said knowing that the kingdom would not stand a chance.

"The Dwarves of Erebor have brought their war upon them. How they shall deal with this is their own way to decide." Saruman began to argue as he looked over Galadriel "My Lady I beg of you. You must leave this place. Return to Lothlorien."

The Commandos were naturally sceptical and worried at the wizard's state of mind. Something was strange about his attitude all of a sudden.

"Go now! Leave Sauron to me." Saruman said turning to face the direction in which Sauron was hurled. What nobody realised though was a strange expression that was in his eyes.

Reluctantly Elrond picked up the weakened Galadriel as they left the fortress with the Commandos following behind them, Dugan giving one final look at Saruman before continuing forward. After they were out of earshot of Saruman, Elrond turned to Dugan "You go must catch up with Gandalf. Rejoin Agent Carter, Mr. Stark and the rest of your men before it is too late."

"He is already on the move." Galadriel said sensing Gandalf and Radagast drift away beyond her reach before she utilised the last of her strength to teleport the remaining Commandos to Gandalf's location before she passed out from exhaustion.

Elrond gazed into the darkness as he looked back at Dol Goldur again as he began thinking about what was ahead and how the fate of their world rested in the hands of unlikely allies both from this world and a world beyond their own. "May the Valar's wisdom guide you on your journey my friends."

What was unknown to Elrond or anyone that had travelled to Dol Guldur however was that Saruman was now observing the Palantir that Red Skull left behind with interest. "Now Agent Carter. I shall find out who you truly are and what lies beyond Middle Earth?"

* * *

Having successfully moved away Gandalf and Radagast arrived at Rhosgobel.

"I need a horse!" Gandalf said with haste

"What? Gandalf, where are you going?" Radagast asked confused

"To warn Erebor. They have no idea what is coming. I saw them with my own eyes - rank upon rank of Moria-orcs. Ones that have also become stronger thanks to the Red Skull's influence. He has built war machines for their forces. They will stand no chance unless told. You must summon our friends, bird and beast - the battle for the mountain is about to begin." Gandalf explained.

As Gandalf turned around however Radagast called out to him "Wait!"

Gandalf turned back as Radagast handed him his staff "Take this. If what you say is true. Than you'll need it more than I."

Gandalf gave his friend a smile of appreciation. "Thank you"

Turning around Gandalf headed away as Radagast again called out too him. "A word of warning. Can be a bit dicky sometimes. You'll just have to twiddle with the top. I'll expect you'll manage."

Gandalf headed down the forest way as not long later a beam of light surrounded him as he stopped and saw Dugan and the other Commandos appear in front of him as he raised the staff which was now his. Dugan quickly ordered his men to drop their guns to signify they meant no harm "Woah easy there pointy hat. We mean you no harm. In fact we actually just saved your life."

Gandalf realising that by the way they were dressed and from what he could recall before he became more drained these men could only be allies of Peggy.

"I don't know if you could recall given all that voodoo magic you were under. Talk about some crazy stuff. Never going to see me dabble in that stuff that's for sure." Dugan joked although quickly he stopped upon not seeing Gandalf say anything "I guess wizards don't have a sense of humour. I'll remember that."

"Elrond told us to go back with you to the kingdom. To help Peg out. Which is what we came here to do." Gabe explained their reasons for being here.

"Than we must waste no time. I was just about to go secure a horse for myself. Can you follow upon foot for now?" Gandalf asked

"We're soldiers sir. We've run longer than this" Sam Sawyer said feeling up to the challenge.

"In Middle Earth my friends you will find what you may think is a long journey is only half of what one truly is. There will be long endless roads. I suggest you run with haste." Gandalf warned before ran forward as the Commandos followed suit behind him.

* * *

In Erebor, Thorin was gazing upon the throne, over which the Arkenstone had been inlaid before it was lost. He was now speaking to Balin, Dwalin, Peggy and Bilbo, who were behind him. "It is here in these halls - I know it."

"We have searched and searched…" Dwalin began

"Not well enough!" Thorin yelled

"Thorin, we all would see the stone returned." Dwalin tried to reason

"And yet, it is still not found!" Thorin yelled not wanting to here excuses

"Do you doubt the loyalty of anyone here?" Balin asked

Thorin turned and slowly walked toward Balin and Dwalin.

"The Arkenstone is the birthright of our people." Balin began

"It is the King's Jewel." Thorin said sternly as his tone suddenly changed to a shouting one "Am I not the King?!"

As Thorin turned away, Balin, Dwalin, Peggy and Bilbo looked uneasy. Peggy considered speaking up but decided against it for now.

"Know this - If anyone should find it and withhold it from me, I will be avenged." Thorin said as he walked away

Peggy gave a worried glance over as she saw Bilbo looking very disgruntled.

* * *

Balin was now in a quiet corner somewhere, breathing deeply as if he had just been weeping, Bilbo finding him. Peggy came in behind him as she saw the distraught in his eyes. Considering that Bilbo still held the Arkenstone and that mysterious Ring Peggy began to think of the people of Lake Town who were coming seeking shelter. A part of her began to doubt Thorin's word and whether or not he would keep it. Perhaps it was time she left and rejoined Jarvis and Sousa back there.

"Dragon-sickness - I've seen it before. That look. That terrible need. It is a fierce and jealous love, Bilbo. It sent his grandfather mad." Balin said as he saw Peggy there "I'm sorry you have to bare witness to this Lady Carter."

"I've seen madness like this before Balin believe me and I can take care of myself. I can handle whatever Thorin throws at me." Peggy said defending herself.

"I know my lady." Balin said nodding his head and understanding.

"Balin, if-if Thorin...had the Arkenstone..." Bilbo began as he slightly cocked his head, Balin looking surprised, understanding Bilbo's implication. Peggy seemed however to be giving Bilbo a look that said "Remember what we talked about?"

Bilbo however still needed to be sure. "...if it was found - Would it help?"

"That stone crowns all. It is the summit of this great wealth, bestowing power upon he who bears it. Will it stay his madness? No, lad; I fear it would make it worse. Perhaps it is best that it remains lost." Balin explained as he raised eyebrows at Bilbo.

Understanding Bilbo left as Peggy followed behind him.

"I guess you were right." Bilbo said in defeat

"I didn't want to be though." Peggy said regretfully as they entered a hall as Bilbo sat down on a bench there. He offered Peggy a seat but she declined. He reached into his coat pocket and pulled something out, Peggy slightly stepping back wondering if it was going to be the Ring or the Arkenstone. Thorin, walking in an adjoining hallway, noticed the action.

"What is that?!" Thorin demanded as he strided rapidly toward Bilbo and Peggy, Bilbo rising from his seat.

"In your hand!" Thorin yelled

"It-It's nothing." Bilbo said trying to deny he had anything.

"Show me." Thorin asked again.

"It…" Bilbo began as he looked towards Peggy who gave him a sympathetic look as he held out his hand, in it being an acorn.

Peggy was surprised he had one on him. She didn't see him pick one up. He then quickly gave an explanation. "I picked it up in Beorn's garden."

"You've carried it all this way." Thorin said surprised his anger fading as Peggy noticed this but didn't say anything.

"I'm gonna plant it in my garden, in Bag End." Bilbo said simply

His anger fading, Thorin allowed himself to smile fondly at Bilbo. "That's a poor price to take back to the Shire."

"One day it'ill grow. And everytime I look at it, I'll remember - Remember everything that happened, the good, the bad. And how lucky I am that I made it home." Bilbo said with a feeling of accomplishment. Gandalf was right when he told him that if he came back he would not be the same.

Both smiled at each other as Peggy felt a bit of relief. A bit of clarity in this moment of darkness. Perhaps he can still be saved. "This is nice. You too getting along."

Thorin then turned to Peggy as he walked towards her "And what of you Agent Carter? What will you bring with you back to the realm you call Earth when you return there?"

"Well I know I'm going to draw a long hot bath. Maybe sit in bed for about a week not come into work. Doubt Daniel will mind he'll probably be there with me" Peggy began as she realised what she said and became embarrassed "And I'll return knowing that while I thought I saw everything clearly and knew much about the world. I'll come back a little wiser than when I left. I think I'm starting to realise that I've still got a lot to learn. And I'm willing to do that on my own or others giving me a little help along the way. Sometimes we all need a little help. Even if the responsbility is dropped soley upon one person and if that person was of a certain authority then the pressure is most certainly on for them. But I'm willing to take it."

Thorin nodded his head signifying he understood where she was coming from. While he knew she was referring to herself and her own responsibilities a part of him almost felt she was trying to relay this message to him. "Your stubborness Agent Carter is something I thought annoyed me. And it did in the beginning. But now I realise. It is what makes you who you are. Your willigness to never give up. A trait I once shared with you. But years of back stabbing and betrayal. You can understand why my feelings have changed. Thank you for reminding me of that feeling I once felt is felt in others even if I cannot find the will myself to agree with it no longer."

Peggy was surprised by this but remained neutral "Thank you Mr. Oakenshield and believe me yes I do know what it's like. But I didn't learn it on my own."

"Thorin." Thorin said simply feeling that they should drop their pleasentaries

"Then only if you call me Peggy." Peggy answered back.

Peggy and Thorin stood there for a moment silently as Bilbo prepared to speak. "Thorin, I..."

Not listening to Bilbo, Thorin leaned into Peggy and kissed her as she widened her eyes in shock Bilbo also being surprised. Peggy quickly moved away from him in surprise stepping back a bit "What did you just...?"

Suddenly, Dwalin came up interrupting the moment. "Thorin, survivors...from Laketown. They are streaming into Dale. There's hundreds of them. The lads were right"

Thorin's smile and face of satisfaction suddenly faded into a stern, uncompromising face. "Call everyone to the gate."

Thorin strided off, shouting. "To the gate! now!"

Bilbo reluctantly followed as Peggy walked behind him still bewildered about the moment she shared with Thorin. What was that about?

* * *

The Laketowners walked into the ruins of Dale. They all stared around at the ruins, including many charred and burned bodies. Both Jarvis and Sousa had mixed looks of regret and sadness.

"Poor souls" Jarvis said with sadness

"I've been to a few of the aftermath of the bombing sites before. It's exactly like this. The worst kind of death is one you're unprepared for." Sousa said

"One moment is all you have before everything comes towards you. Life ending in an instant." Jarvis said sadly "The only thing we can do now is make sure their lives will be avenged.

"Come on, keep moving." Bard ordered even if the site filled him with sorrow.

"Sire! Sire! Up here" Alfrid called

Bard looked up to see Alfrid on one of the city walls as he quickly joined him, Jarvis and Sousa following suit.

"Look sire, the braziers are lit." Afrid said as they looked to see giant braziers full of fire at the gates of Erebor.

"So, the company of Thorin Oakenshield survived after all." Bard said surprised. While he was unsure whether or not that the Dwarves who travelled with him would give their message for now some hope remained.

Jarvis and Sousa gave each other a look of relief knowing for sure now that Peggy was alive.

"Survived? You mean there's a bunch of dwarves in there with all that gold?" Alfrid asked suddenly annoyed

"And our friend. Miss Carter? You remember it do you not sir?" Jarvis asked jokingly as Alfrid gave him a glare.

"You shouldn't worry, Alfrid. There's gold enough in that mountain for all." Bard said as he walked away and called to the people, Jarvis and Sousa following behind him. "Make camp here tonight. Find what shelter you can. Get some fires going. Mr. Jarvis and Chief Sousa will assist you. Alfrid, you take the night watch."

Alfrid looked sourly at Bard and stomped off while Jarvis and Sousa headed back down and dispersed themselves amongst the crowd to help them, as Bard looked back at the Mountain, uneasy.

* * *

Within the walls of Erebor, the dwarves were now working to block up the entrance that Smaug broke through. They were carrying rocks both by hand and with the help of various pulleys and other machines.

"I want this fortress made safe by sunup. This mountain was hard won - I will not see it taken again." Thorin ordered

"The people of Laketown have nothing. They came to us in need. They have lost everything." Kili began to reason

"Do not tell me what they have lost. I know well enough their hardship. Those who have lived through dragonfire should rejoice. They have much to be grateful for." Thorin said dismissing his worries.

"So you think just because they survived then it's okay a bombing happened? Are you not aware that there is more to surviving a bombing?" Peggy asked bewildered "You might get out of it alive just barely mind you but you won't be the same person you were."

Thorin ignored her as he looked out at the city of Dale, where many fires had been lit by the people.

"More stone! Bring more stone to the gate!" Thorin shouted as he turned to his dwarves

Peggy walked towards Thorin feeling angered and still in shock over their moment "Just so you know. I was kissed by a Russian assassin once. She kissed better than you."

Thorin glared at the woman ignorning the feelings he felt as she left his sight as Bilbo looked on in despair.

* * *

It was early morning in Dale, as the people were now sitting around waiting for any movement. The healthy including Jarvis were tending to the wounded. Infants were crying and nobody could help them.

"These children are starving! We need food!" A man called out

"We won't last three days!" Another man said agreeing with him.

"Bard, we don't have enough." Percy said reluctantly.

"Do want you can, Percy" Bard said not sure what else to do.

"Is there anyone we can turn too?" Sousa asked wondering if there was anyone they could reach.

"I'm afraid not." Bard answered regretfully.

"We need more water." A woman called out

Jarvis brought a bucket and scrubs as the women all grabbed them at once "If it is not too much of an issue ladies pushing and shoving will only spread infection amongst each other. Be careful"

The women nodded thanking the butler as he ran to assist another woman with her baby as he shook his head "If I knew I was going to be doing so much operating I would have brought my glasses."

"The children, the wounded and the women come first." Bard ordered "If you have any questions don't be afraid to turn to Mr. Edwin Jarvis or Chief Daniel Sousa."

Bard walked over to where Alfrid had been standing guard. Alfrid was actually napping, as he began to wake up as Bard began speaking to him "Morning, Alfrid. What news from the night watch?"

"All quiet, sire, I must report. Nothing gets past me." Alfrid said yawning, as he got up and followed Bard outside, only to find that Bard had stopped suddenly in the archway.

"Except an army of elves, it would seem." Bard said somewhat surprised even if he was irritated that Alfrid ignored his duties but a part of him expected he would.

Outside, the courtyard was packed full of Mirkwood elves dressed in full battle gear, standing in perfectly ordered lines. The people of Laketown began coming out of their buildings to see the elves. Bard walked down the steps and approached the elves, some lines of which turning and stepping back to make a pathway for Bard. As he exited out the bank of elves, King Thranduil rided up on his steed, all the elves turning to face him.

"My lord Thranduil; we did not look to see you here." Bard said surprised

"I heard you needed aid." Thranduil said as he turned and looked at a wagon that was pulling up; it was loaded with food and drink for the people. Inside the cart Howard was there with the other remaining Howling Commandos marching behind him carrying boxes. Needless to say both Jarvis and Sousa were surprised.

"Mr. Stark?" Jarvis asked surprised to see his employer here.

"That's my name in the board room yes but sometimes privately. How you been Jarvis?" Howard asked "You're surprisingly not scented with conditioner."

"Times have been tough I'm afraid sir." Jarvis answered

"How did you get here?" Sousa asked

"Well do you mean how did I get the machine working again and call upon reinforcements or how did I run into some lady in white with golden hair who transported me away and I ran into goldilocks there on the way here and explained who I am and what was up?" Howard asked answering their question

"Well it's good to see you sir." Jarvis said smiling at his employer.

"Yeah I missed you too. But this takes time into your vacation don't forget" Howard reminded "Nah I'm kidding. Come on help me be Santa Claus here to give out the presents."

The people of Laketown smile and cheered as they began unloading the cart with the elves', Commandos, Jarvis, Sousa and Howard's help.

Bard approached Thranduil feeling grateful "You have saved us! I do not how to thank you."

"Your gratitude is misplaced. I did not come on your behalf. Despite what that blabberer with a moustache claims." Thranduil answered as he looked over at Howard who was putting something down.

"Billionaire, genius moustached person." Howard said correcting the Elf King

Thranduil's voice became cold, ignoring Howard. "I came to reclaim something of mine."

Meanwhile, in the Mountain, Thorin was picking up a beautiful necklace made of tiny, shining, and white gems. He then began to remember what Thranduil asked of him when he met him in his kingdom

" _There are gems in the mountain that I too desire. White gems of pure starlight. Thranduil's voice spoke_

"The white gems of Lasgalen. I know an Elf-Lord who would pay a pretty price for these." Thorin said as he carelessly tossed the necklace back into the pile of jewels, scattering many of the tiny gems.

* * *

Meanwhile, back in Dale, Thranduil was watching his troops march out of Dale

Bard naturally being concerned for the people ran up to him. "Wait! Please, wait! You would go to war over a handful of gems?"

"The heirlooms of my people are not lightly forsaken." Thranduil said not trying to show his offence even if a part of him was.

"We are allies in this. My people also have a claim upon the riches in that mountain! Let me speak with Thorin!" Bard said hoping to avoid a conflict.

"You would try to reason with a dwarf?" Thranduil asked feeling doubtful.

"To avoid war? Yes!" Bard answered

Thranduil reluctantly looked over as he saw Howard open up a box "Mr. Stark. You are a wealthy man I hear?"

"That's what the news circuit and every woman has heard yes." Howard answered

"And if someone were to take something from your fortune that was precious too you. What would you do?" Thranduil asked

"Well as much as my money means a lot to me and Jarvis can atest. My pride is what got me my fortune. My inventions." Howard said as he brought over a device "Take this thing for example. It causes a short small earthquake within a small radius of whatever is near it. So word of advice if we end up fighting don't go near it unless you're the one activating it which in that case push the button and run."

"There will be no need to go to war Mr. Stark." Bard said as he looked at Jarvis and Sousa "With any luck Thorin Oakenshield will hold his promise."

* * *

In Erebor, Thorin strided toward the blocked off gate, calling the other dwarves to him "Come on!"

The dwarves layed down their tools, picked up their weapons, and followed him up the stairs they created in the blockage, all the way to a platform they had built at the top of the gate from which they had a vantage point over the plain in front of the gate. They noticed the walls of Dale filled with Elves ready for war. Bard rided up the path to the gate on a horse, and stopped in front of the gate. Peggy walked out to see the army her eyes widening upon seeing how many people were there.

"Hail Thorin, son of Thrain! We are glad to find you alive beyond hope." Bard proclaimed

Thorin however was not taken by his flattery "Why do you come to the gates of the king under the mountain armed for war?"

"Why does the king under the mountain fence himself in? Like a robber in his hole." Bard answered back

"Perhaps it is because I am expecting to be robbed." Thorin said not being a fool.

"My lord - We have not come to rob you, but to seek fair settlement. Will you not speak with me?" Bard asked trying to reason with him.

Thorin nodded as he stepped away from the platform and down the stairs signifying Peggy to follow him as she reluctantly agreed. Bard dismounted his horse and crossed the bridge in front of the gate. As he approached the blockade, a raven flew out of the opening above the gate and winged away rapidly, cawing loudly.

Peggy while thinking it seemingly normal for a raven to fly around still felt uncertain mostly due it's response. It's almost like Thorin had called for it. Bard noticed a hole built into the blockade, and Thorin striding up to the other end of the hole.

"I'm listening." Thorin said for now remaining diplomatic

"On behalf of the people of Laketown, I ask that you honor your pledge. A share of the treasure so that they might rebuild their lives." Bard pleaded.

"I will not treat with any man while an armed host lies before my door." Thorin answered not willing to surrender.

"That armed host will attack this mountain, if we do not come to terms." Bard said simply.

"You just listen to him. You're outnumbered." Peggy said as Bard gave her a look of acknowledgement.

"Your threats do not sway me." Thorin said not feeling convinced and ignoring Peggy.

"What of your conscience? Does it not tell you our cause is just?! My people offered you help. And in return you brought upon them only ruin and death!" Bard yelled feeling betrayed even though a part of him still suspected this.

"When did the men of Laketown come to our aid, but for the promise of rich reward?!" Thorin retorted back

"A bargain was struck!" Bard said trying to remind him

"I was there. You proclaimed it. At the top of your lungs too." Peggy said agreeing with Bard.

"A bargain? What choice did we have but to barter our birthright for blankets and food? To ransom our future in exchange for our freedom? You call that a fair trade? Tell me, Bard the Dragonslayer…" Thorin began

Bard looked up surprised but realised that word had spread from the Dwarves who arrived here.

"...Why should I honor such terms?" Thorin asked

"Because you gave us your word. Does that mean nothing?" Bard asked feeling hurt.

Peggy gave Bard a symapathetic look as Thorin turned away from the hole, disappearing from Bard's view. He leaned back against the blockade and for a moment looked tired and weary. He then looked at the other dwarves and Bilbo, who were all standing there as he then turned to Peggy who was giving him a look of disaproval.

Nonetheless Thorin remained defiant as he turned and shouted back to Bard. "Be gone, ere arrow fly!"

Bard slapped the rock angrily, then mounting his horse and riding back to Dale. The company watched him go from the top of the platform each feeling terrible about what Thorin was bringing even though they wanted to remain loyal.

"What are you doing?! You cannot go to war." Bilbo said trying to reason

"This does not concern you." Thorin said dismissing him.

"You've already lied to them. Now you're going to go to war with them?" Peggy asked agreeing with Bilbo "Unless you want a death wish then your best is to surrender."

"Thank you" Bilbo said giving Peggy a look of acknowledgement "Look just in case you haven't noticed, there is an army of elves out there. And not to mention several hundred angry fishermen. We-We are in fact outnumbered."

Thorin suddenly turned to look at Bilbo, smiling as Peggy gave him a curious look. "Not for much longer."

"What does that mean?" Bilbo asked confused

"It means Master Baggins, you nor Agent Carter should never underestimate dwarves." Thorin said as he turned to the whole group. "We have reclaimed Erebor - Now we defend it!"

"Then I guess this is goodbye." Peggy said simply

Everyone gave her a look of sadness as they became shocked at what they heard.

"You're leaving my lady?" Ori asked

"I'm afraid so. When we met the mission I agreed to be a part of was to help you get to the Mountain which as your lovely King who decides to kiss people out of nowhere said we have now won. And the mission you are on now I'm afraid I can't be a part of." Peggy said simply answering their questions as everyone nodded understanding and respecting her wishes. "We've rather mucked things up and even when we don't get everything right it's not something we're proud of back on Earth. But when you've been through as much as I have you'll start to notice things. And I know that if I see the mission turning another way which doesn't sit with me than I'm afraid I can't be a part of it. Simple as that."

Ori walked forward to Peggy as he held out a sketchpad. The drawing was of Peggy in an armour leading the Dwarves to battle with Sousa and Jarvis. She then turned it over to see another drawing which had all the Dwarves at a table along with Bard's family eating food as everyone sat around having fun Javis notably trying to keep things in order. "I made this for you. It was hard to get your features right my lady because I feel no artist in the world could capture beauty such as yours. I hope I did well."

Peggy smiled as she looked at the drawings "Thank you Ori. You're now my second favourite artist. And both of you share an importance to me. Don't forget that."

Thorin looked away regretting his actions from before when he foolishly kissed her as she tried calling out to him "Thorin. I'm sorry for the way I acted when we first met. I know I apoligised before but if this is the last time I may see you before you give into your insanity than I wanted to tie up loose ends as they say."

"Acknowledged. Peggy." Thorin said trying to be calm.

"So where does this leave us?" Peggy asked wondering what he would say next.

"You know where it leaves us. It leaves with you walking out on us and siding with them! After what we did for you. We took you in we saved you from death." Thorin said as began to feel angry

"And I understand that and I thank you. You were a stubborn sometimes irritated man who had in a way when you were normal for a second a brutish charm. Some people might find that appealing. I personally don't. So you can forget that ever happening" Peggy said dismissing their 'moment'

Thorin said nothing as he listened to Peggy continuing her point."But I knew a man like you once that had those same qualities. But the other two things you have in common are this. Your unpredictability and deep down your loyalty to what you're connected too most. The last time I said something awful to that man I now regret it because he is fighting death and I don't know if he'll survive. I don't wish for that to happen again."

"Well I'm sorry to disappoint you. But it has." Thorin said

"Why are you doing this?! Just let them in! Give them what they want!" Peggy yelled as tears began to form in her eyes.

"I am simply following what you said" Thorin said as Peggy looked at him confused. "Even if the whole world is telling you to move, it is your duty to plant yourself like a tree, look them in the eye, and say 'No, you move'. Erebor is my home. I have waited too long for this. And I will not let outsiders no matter what Earth they may be from or how beautiful they may be take that away from me."

Peggy became angered and betrayed upon hearing her own words turned back at her.

"Is the brash and no nonsense Agent Carter crying? I did not think you were capable of such emotion." Thorin said dismissively.

Peggy began to walk away from him as she then said something else "I tried to think I wasn't too. But I am. And I'm sorry that you are no longer Thorin Oakenshield. The person who gave me a hug of respect for saving his life. I'm not looking at him anymore."

"He was weak." Thorin bitterly reflected

"He was stronger than you knew. And since I'm not going to see him again. Than I suppose I shall see you on the battlefield. Just know I will not hesitate to kill you." Peggy said regaining her composure

"Do what you must" Thorin said as he strided down the steps, Bilbo and Balin looking very distressed. Peggy walked forward overlooking the wall and noticed the long road down. "Any of you blokes have a rope handy?"

Dwalin quickly pulled a rope from one of his pouches as he handed to her as she began to set it up with Kili and Fili helping her as she then gave them one final look of goodbye as she climbed down the wall attached to the rope.

* * *

 **Author's Note: So that's that chapter done. A bit of a long and emotional one too. Naturally things like that had too come out given the way things happen at this point in the story and I hope I got those emotions right.**

 **Peggy while she never lived to see Civil War in many respects like Cap has had her own disagreements with other sides both in the films and certainly in Agent Carter itself. Naturally her side of the conflict and how she handles something is both how she would handle it and also a way Steve would hence sort of avoking similar dialogue. Not to mention there's references to her brief appearance in Ant-Man which continues that thread if only for a few short minutes and from an older perspective where S.H.I.E.L.D is active which I find fascinating and again wish we could see more of someday. Also I know I've been up in the air regarding the Season 2 finale's ending in how it impacts my story and whether or not Jack Thompson survived. At this point I've just settled on the explanation we have now which is Unknown so for now he's in a coma. Whether or not I'll bring him back for future stories I don't know yet. At this point if we never get a Season 3 I kind of just wish the producers would answer that in an interview or something just to give that closure and certainty but ah well.**

 **As for what happened between her and Thorin that wasn't to start anything. No love triangles or shipping wars as people I guess are calling them that I don't know about. Part of it comes from Thorin and his confusion. He mistakes their chemistry for something more but really there isn't anything there emotionally because they have had their moments throughout this story both good and bad sure. But at the end of the day their experiences while bringing them closer together it's more about learning something and coming away from this different people which in some respects Bilbo plays into as well rather than love. It's about healing really. Again I'm not the best writer in the world I try to do a good job which is why I rely on feedback from you but I hope I'm handling things well enough.**

 **As for some of the stuff with Dol Guldur Red Skull has seen images of future events. He only saw what Sauron wanted him to see before. Now he's aware more of the universe at large and more importantly of Steve's apparent survival and Hydra still growing in secret. Will he use this information against our heroes? What did he mean by "bringing the gods" here? What is that Stone he has? One reveal at a time (But it's not of the Infinity variety I'll say that now. If you've been following my profile and know what my next Agent Carter crossover story will be you'll get the answer). And of course Saruman getting his hands on a Palantir that Red Skull had is both a reference to his future self and also referencing a deleted scene that had Gandalf discovering one in Dol Guldur that's only in the B-roll footage. What will Saruman learn from it about Peggy and Earth? That's for possible future stories to decide.**

 **Also I know it's not related to Agent Carter but how about that new Thor Ragnarok trailer? I'm hoping this could be the best Thor film which wouldn't be hard (and that's not a slant against them they are okay films Thor 2 being more forgettable but never have come close to potentially great or a good time which this does). At the very least it'll be visually interesting and there are potentially some fun performances (which include fellow actors from the LOTR/Hobbit film universe Cate Blanchett and Karl Urban who were Galadriel and Eomer obviously but also Jeff Goldblum looks like he'll be fun) that could come from it but we'll just have to wait and see. Also "We know each other. He's a friend from work" Is probably going to be a thing I'll use now and I imagine so many others will too lol.**

 **Anyway I think that's everything for now but knowing me though there's probably something I forgot that I'll remember later. Hope you're all looking forward to more. This is your friend Steve993 signing off and I'll see you next time.**


	21. Over the Top

**Disclaimer:** **I don't own Agent Carter which belongs to Marvel and Disney nor the Hobbit and anything related to that universe which belongs to Warner Brothers/New Line as well as the Tolkien estate. This story is strictly being done for pure fun and in no way is an attempt to profit of the properties involved**

* * *

 **Author's Note: Hey everyone. So here's the next chapter. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know.** **Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Bard feeling angered and betrayed rode back to the gates of Dale, where Thranduil was waiting for him. "He will give us nothing."

Thranduil was unsurprised and unphased in his response "Such a pity. Still, you tried."

"I do not understand - Why? Why would he risk war?" Bard said still confused over this betrayal of trust.

Both of them looked back toward the Mountain in time to see the dwarves dislodging the head of one of the massive stone statues, causing it to fall and break the raised bridge to the gate, thus disabling any attackers from approaching the gates.

"It is fruitless to reason with them; they understand only one thing." Thranduil said as he pulled out his sword and gazed at it. "We attack at dawn! Are you with us?"

Before Bard or Thranduil could say anything more however Bard noticed someone coming towards them. They then noticed it was Peggy.

"Agent Carter!" Bard exclaimed grateful she was alive.

"So you survived. And here I thought you would have fled with a new set of jewellery from the dragon's treasure. As all young human women do when they see expensive gifts." Thranduil said dismissing Peggy.

Naturally still pissed off and not thinking Peggy went up to Thranduil and decked him in the face as he stumbled back and felt his nose as he felt it bleeding a feat that never happened to him before.

"I already had to deal with one arrogant king who believes in only himself even though he's just going to get everyone killed I don't plan to deal with another. So whatever you have to say I advise you to keep them to yourself." Peggy said as she gave him a stern look

Thranduil tried not to show any sense he was intimidated because he wasn't. Most of what he saw in Peggy reminded him of Tauriel. Headstrong, tough, a willing heart and a need to fight and do what she believed was the right thing even if it wasn't his order. He wondered if she shared her strong sense of belief in others "And do you still believe in Oakenshield? That his honour is stronger than his selfish need?"

Peggy sighed as she responded "I don't know. If the part of him that promised wealth for all is still in there. Somewhere. It could return when the pin drops."

"And if it does not?" Thranduil asked

"Then I will have no hesitation in putting Thorin down." Peggy responded

"Because your heart tells you? Or is it because it is your duty?" Thranduil asked again

"Both." Peggy responded as she turned away from Thranduil "And it's not limited to just Thorin. If I were you I'd make sure where your priorities lie. Your people. Or your obsession with jewellery."

Thranduil didn't respond as he turned away from Peggy and Bard and rode back toward the city. Bard looked over his shoulder at Erebor feeling conflicted as he felt Peggy put an understanding hand on his shoulder. He then offered to help her onto the horse but she declined the offer as she got on herself. As they rode back Peggy decided to enquire what had happened since she had split off from Jarvis and Sousa.

"So I hear Mr. Jarvis and Daniel helped you defeat Smaug?" Peggy asked

"Aye they did." Bard responded proudly "Your husband and friend are among the bravest and honourable people I've known. As are you Agent Carter."

"Peggy." Peggy said simply "And Daniel is not my husband."

"Right. I keep forgetting. He worried for you. As did Mr. Jarvis." Bard said

"Well they should know me better now not to worry like that. I don't want to be a burden or a bother to them. All that matters is the safety of your people and others spread across Middle Earth." Peggy said as she looked back toward Erebor.

"Everyone needs help sometimes Peggy. Even those who feel they can handle everything." Bard added

"I know." Peggy responded "It's just I seem to have had a habit of losing people close to me. And it's something I've had to struggle and deal with. I don't get time to grieve before moving onto fulfill my duty. You have no idea what it's like seeing so many innocents die and having to put on a brave face even if on the inside you're crying. That if you appear weak you are seen as vulnerable and people could take advantage of that. But I have moved past that now."

Bard had heard from Jarvis about the argument that he and Peggy had in the desert when Jarvis had foolishly tried to kill Whitney Frost by shooting her after she made an attempt on Ana's life which ultimately casued her incapable of having children. Jarvis regretted what he said and even though Peggy forgave him he never forgave himself. But Peggy responded that he was right. That everyone around her dies and yet she had to deal with that and no matter what she put on the brave face but there was only so long you could keep your emotions in before you let them out in a burst of rage and you wouldn't be able to deal with them. It was a feeling he felt when his wife had passed and he had to put on a brave face for his children. "I understand."

Peggy looked at him wondering what he was talking about as he began to explain "It was winter's eve. Food was scarce. Tilda was very young. My wife decided to travel beyond and see if she can hunt food in the wilderness to bring back to our family and the town. When she did not return I feared the worst so I set out to find her. Finally I had found her alone and barely surviving. She had been captured by a band of thieves and suffering from the cold. She was going to die."

Peggy began to feel sympathetic for Bard as he told the story of his wife who he kept details about scarce until now.

"I returned her home but she did not survive the winter. I did not know how I could move on. But she told me our love survives in our children. That whatever I did next I would do it for them. Not for her." Bard said as he looked back to Peggy "They worried for me endlessly. It was only when I found Tilda outside in the cold after hours that I was able to be open with them. They have been my light in the dark ever since. It's okay to let them in Peggy. Allow them their decision. Allow them the dignity of their choice. Is that not what you said to Steve Rogers when he lost his friend?"

He was right. She had said this to Steve when he lose Barnes. "Yes I did. And I will keep that in mind."

Bard and Peggy remained silent as they allowed themselves to reflect about their emotions and what was happening. Bard decided to lighten things up by mentioning the well being of her friends "Your friends will be filled with joy to see you alive. Mr. Jarvis in particular will feel immensely relieved."

"If it's between the two of us. I'm relieved he is okay too." Peggy said

"Your inventor friend has become quite popular amongst the town. His inventions have wowed us all. The weapons he has brought as much as I do not wish to go to war provide assistance. And he has become quite popular with the ladies. Much to the displeasure of the men." Bard said referring to Howard.

Peggy raised her eyebrow though in surprise as she knew who he was referring too "Tell me did he find any alcohol?"

"He took all the wine that lord Thranduil had brought before he even began dispensing the supplies amongst everyone." Bard answered

Peggy sighed "Bloody hell Howard."

* * *

In Dale, Bard and Peggy returned as Jarvis and Sousa walked out to greet them. Bard taking his leave decided to check on the town's people and his children.

Jarvis felt relieved as he went to hug Peggy "Miss Carter! Oh thank heavens you are..."

Peggy put his hands to his sides stopping him from hugging her.

"Oh no hugging." Jarvis said remembering.

Much to Jarvis's surprise however Peggy hugged him instead feeling grateful that the man who while they differed from time to time and they bickered but ultimately she was proud to call a friend survived. She then moved away from him as she returned to her usual stern no nonsense self "This is a one time thing. Never again."

"Of course" Jarvis said understanding.

Peggy then went to Sousa her nerves overtaking her for a moment as both didn't know how to respond or what to say.

Finally Sousa spoke "Peggy. I lo..."

Peggy didn't allow him to finish however as she planted a kiss on his lips that was just as passionate as the one they shared in his office after they had defeated Frost. Finally she moved away as she gave a smile and looked into his eyes "I know."

Suddenly the voice of Howard Stark made it's presence known as Peggy looked towards him "You know Peg for a girl who isn't much into the whole romance thing you're quite passionate when you want to be about it."

Peggy gave a neutral smile "Hello Howard. So you made it here then?"

"Well it took a couple of pots of coffee and help from Wilkes and Samberly but yeah I did eventually. You're welcome by the way." Howard said "And while they had to remain behind to make sure it doesn't break down again that doesn't mean I didn't bring backup."

Peggy looked over as she noticed the remaining members of the Howling Commandos, Bard and the Lakepeople collecting and distributing the various weapons and armor stored there.

"You brought in Dugan and the Commandos?" Peggy asked surprised as Howard nodded as if to say "Yes"

"Dugan and a few of the others had to split off though. Rescue a guy in a pointy hat." Howard answered

Peggy's eyes widened knowing who he was referring too "Gandalf? Save him from what?"

Howard didn't answer as he went away to tend to his inventions making sure they were in place.

Peggy sighed as she looked back again at the townspeople preparing for war "Some of these people are archers. But most of them are untrained workers and just regular people."

"A majority are also sick preventing them from fighting" Jarvis added

"These people are going to their deaths." Sousa said feeling saddened

"And for what really? A conflict that didn't need to happen. How many will have to die to satisfy the goal of two kings who are as stubborn as one another?" Peggy asked referring to Thorin and Thranduil.

Sousa and Jarvis both agreed with her but knew that if the townspeople were going to survive they were going to need all the help they could get.

"I don't wish to see these people die either. But we can't stop Thranduil and Thorin from going to war. The best thing we can do now is give them a fighting chance." Sousa said

Peggy much to her reluctance agreed with Sousa. The only solice that could come from this is if they could end this war without suffering too many losses. As she headed off to the armoury Peggy gave ne final look to her friends "I suppose we should get started then."

Meanwhile in Erebor, the dwarves were also suiting up for battle. Bilbo still feeling saddened by what happened earlier walked by as Thorin suddenly called out to him, holding something.

"Master Baggins, come here!" Thorin ordered

Bilbo hesitantly came up and noticed that Thorin was holding a tunic of white mail.

"You are going to need this. Put it on." Thorin ordered

Bilbo began removing his jacket not wanting to potentially anger Thorin any further even if he was surprisingly feeling calm given what happened earlier with Peggy.

"This vest is made of silver steel - "Mithril" it was called by my forebears." Thorin said as held it up so that Bilbo could slide into it. "No blade can pierce it."

Bilbo finished putting it on, as he then looked at himself; the other dwarves watching too. Bilbo didn't appreciate it though. "I look absurd. I'm not a warrior; I'm a Hobbit."

"It is a gift. A token of our friendship. True friends are hard to come by." Thorin said as his tune changed

Although he had started off smiling at Bilbo, he then looked toward the other dwarves and frowned. He then grabbed Bilbo by the shoulder and pulled him away where the other dwarves couldn't hear him. "I have been blind. Now I begin to see. I am betrayed!"

"Betrayed?" Bilbo asked confused but trying to feign ignorance.

"The Arkenstone." Thorin answered

As Thorin moved closer to him, Bilbo began to feel extremely uncomfortable and worried. Had he caught onto him?

Thorin whispered to Bilbo "One of them has taken it."

Bilbo almost sighed audibly in relief even if he felt bad for the other Dwarves that they were taking the fall for his 'treachery'

"One of them is false." Thorin said feeling bitter.

"Thorin...the quest is fulfilled. You've won the mountain. Is that not enough?" Bilbo asked trying to appeal to him.

"Betrayed by my own kin. Betrayed by that woman." Thorin said not listening to Bilbo's pleas.

"No eh...You...You made a promise...to the people of Laketown. Is-Is this treasure truly worth more than your honor? Our honor, Thorin. I was also there, I gave my word. Peggy also gave her word as did Jarvis and Sousa. You promised to help them return home. They helped you regain theirs and you repayed Peggy by throwing her out?" Bilbo said trying to remind Thorin of what he had promised.

"For that I'm grateful. It was nobly done. But the treasure in this mountain does not belong to the people of Laketown! And as for Peggy Carter and her friends? She thinks she knows better than I do. Let her figure out a way back to her home. She does not need me nor us. Nor any of her friends. She never did. She never wanted them with her in the first place. She wanted to protect them by keeping them away from her. And so she was right." Thorin said as he began to speak more angrily.

Bilbo didn't know what to say. All he knew was that he was becoming more uncomfortable.

"This gold...is ours...and ours alone. By my life I will not part with a single coin! Not...one...piece of it!" Thorin yelled as his voice suddenly began to grow deeper and more and more like Smaug's, until his final word, which was exactly a repeat of what Smaug had said previously to Bilbo. Thorin suddenly and clearly began to feel mentally affected by this.

Bilbo stared at him in shock as the other dwarves, dressed for battle, strided by noticing this feeling worried.

* * *

Legolas and Tauriel meanwhile had arrived at their destination. They left their horses and scrambled up a rocky outcrop, crouching behind some rocks at the top as they noticed a fortress ahead.

"Gundabad. What lies beyond?" Tauriel asked

"An old enemy - The ancient kingdom of Angmar. This fortress was once its stronghold. It is where they kept their great armories, forged their weapons of war." Legolas answered.

A light suddenly flickered in a window of the fortress, as it then disappeared.

"A light! I saw movement." Tauriel exclaimed feeling confused and worried about what it meant.

"We wait for the cover of night. It is a fell place, Tauriel. In another age our people waged war on those lands." Legolas cautioned

Legolas paused suddenly, looking pained as he remembered why this place remained in his memory much to his reluctance. Tauriel looked at him noticing this. Legolas had been her friend for years and she knew him well enough that he usually kept emotions such as these reserved and internal.

"My mother died there. My father does not speak of it. There is no grave, no memory, nothing." Legolas said revealing a part of his history that Tauriel did not know.

"Legolas I..." Tauriel began

Before anymore was said however Legolas noticed a lone figure in the windows. This was in fact the Red Skull clad in his suit of armour preparing himself for war.

"It is him. The creator of the new breed of Orc. He created the powerful weaponry they were holding when they invaded the homes of the citizens of Lake Town that you spoke of." Legolas revealed

"How can you be sure?" Tauriel asked wanting to be sure

"I recognise the symbol in his helmet. A human skull clad in the colour red. The Orcs also have a red symbol of a serpent." Legolas said "This is the one that Agent Carter was told to fear."

* * *

In Dale, the people were continuing to prepare for war, sharpening swords and collecting supplies. Jim Morita was teaching a townsperson how to fire a bottle using beer bottles as a shooting example as they successfully fired it off.

"Good job." Morita complimented as he turned to the other people he was teaching "The rest of you follow this example."

They suddenly jumped out of the way as Gandalf galloped nto town on his horse. "Let me through! Make way!"

Gandfalf knocked the bottles over causing them to smash. Morita sighed as he turned to the people "Okay take five. I'll figure out what to do next."

Suddenly Dugan dismounted on a horse with his group following behind him as he went to help pick up the broken glass "This was empty before he knocked it over right?"

"Of course." Morita answered "You think I'd use full bottles for shooting practice?"

"Right what the hell am I thinking?" Dugan asked as he and his men dispersed amongst the crowd of people "Where is Peg?"

"She's with Stark and the others helping some of the town's folk prepare for battle." Falsworth answered

"Right then." Dugan got onto his horse again as he headed off "Hi-yo silver away!"

Gandalf dismounted in the main courtyard and looked surprised to see men drilling with swords and companies of elves marching by. He also noticed people handling guns as well.

Alfrid suddenly came up to him, upset. He had been reduced to nothing following the disposal of the Master and his attempts at usurping power were now dashed and what was worse was the fact he was forced to work for Bard and also the presence of Peggy and her friends didn't help things. Alfrid never would have admitted it outright but he feared Peggy immensely. Naturally he wanted some sense of victory and he could do so by getting rid of the wizard. "No, No, No! Oi! You - pointy hat!"

Gandalf turned to look at him not really listening to him. He needed answers and fast.

"Yes, you. We don't want no tramps, beggars nor vagabonds around here. We got enough trouble without the likes of you. Off you go! On your horse." Alfrid said dismissing Gandalf trying to shoo him away.

"Who's in charge here?!" Gandalf demanded

Bard suddenly walked up hearing the commotion. "Who is asking?"

Dugan suddenly rode up behind Gandalf as he turned back to him.

"Where are your other men Mr. Dugan?" Gandalf asked

"The other boys are helping out the crowd." Dugan answered as he then looked to Alfrid "You know for a guy who mocked a hat. Yours doesn't look any better." Dugan then gestured to his own bowler hat "You should get one of these. They are cheap and still in style."

Alfrid glared at them both as Bard signalled them to come inside.

* * *

A little bit later, Gandalf was meeting with Bard and Thranduil in a tent. Dugan was behind Gandalf readying his gun in case of conflict and chomping on a cigar.

"You must set aside your petty grievances with the dwarves. War is coming! The cesspits of Dol Guldur have been emptied. You're all in mortal danger!" Gandalf exclaimed.

"What are you talking about?" Bard asked confused

"I can see you know nothing of wizards. They are like winter thunder on a wild wind rolling in from a distance, breaking hard in alarm. But sometimes a storm is just a storm." Thranduil explained while showing his scepticism.

"Not this time. Armies of orcs are on the move. And these are fighters! They have been bred for war. Our enemy has summoned his full strength." Gandalf said referring to the forces of Sauron but also Red Skull "But another seeks control. And this enemy is more powerful then you realise. He is an enemy we were not prepared for. He is an enemy of Agent Carter's."

"Why show his hand now?" Thranduil asked still feeling sceptical "And this other enemy. How long has he been here?"

"Because we forced him! We forced him when the company of Thorin Oakenshield set out to reclaim their homeland. The dwarves were never meant to reach Erebor; Azog the Defiler was sent to kill them. His master seeks control of the mountain. Not just for the treasure within, but for where it lies, its strategic position." Gandalf answered "Sauron has fled to Mordor. But his forces will carry out that mission in the name of their master. The Red Skull does not serve the Dark Lord. He seeks control for himself and he has been here for longer then we realised. Hiding under our very nose. It was only through the arrival of Agent Carter and her friends did we force his hand as well."

As Gandalf continued, they left the tent and walked outside to a spot from where they could clearly see the gates of Erebor. "This is the gateway to reclaiming the lands of Angmar in the north. If that fell kingdom should rise again, Rivendell, Lothlorien, the Shire, even Gondor itself will fall!"

"And what of this Red Skull?" Bard asked "Does he have any goal in mind you know of that will give us an advantage of knowing his plans?"

Gandalf remembered what the Skull told him in Dol Guldor as his memories returned to him "The Red Skull said he seeked to bring the power of the gods to us. I do not know what he speaks of. But I fear the worst."

"These orc armies you speak of, Mithrandir - Where are they?" Thranduil asked still feeling unsure as his thoughts turned to the third party "Who exactly is this Red Skull? Where did he come from?"

Gandalf was unable to answer his questions. Before anymore could be said however they noticed Peggy standing there with Jarvis and Sousa having heard everything. Naturally she was angered and upset. The Red Skull was alive. And he was about to cause havoc once more. This time however she wouldn't let him escape.

"Grab a cup of tea your highness. I'll be glad to tell you." Peggy said sarcastically as they went back inside.

* * *

Meanwhile, an Orc was riding out of a tunnel on a Warg as it approached Azog, who was feeding his Warg at the entrance to the tunnel.

"Our army will be in position by dawn. The attack will be sudden and swift!" The Orc proclaimed

"The fools! They have forgotten what lives beneath these lands." Azog said feeling triumphant "They have forgotten the great Earth-eaters."

The two rode away from a hill covered in giant holes, each the entrance to a tunnel. A sound of the earth being drilled and crushed could be heard all around. The tunnels were pointing toward the Lonely Mountain in the distance.

* * *

Back at Gundabad, it was now dark. Red Skull was making the final preparations for his plans having used Sauron's resources in machinery and alchemy to construct a portal machine. He was using the Stone he had acquired to power it. Much like the Tesseract machine when powered by a Stone it could open up a portal to Asgard. It was different to the Tesseract however in that it was a Stone special to one specific area of Asgard. If all stones were acquired the user of them depending if the Stone allowed them to use their power could allow them pretty much to do anything and be invincible. While the Skull did not have all the stones he needed only one to complete his goal of bringing the power of the gods to Middle Earth and finish what he started during the Second World War.

An Orc made the final touches to the machine making sure it was in working order. "It is ready Lord Skull."

"Open the gate then." The Red Skull ordered.

From outside both Tauriel and Legolas were still in their hiding spot not being noticed. They could vaguely see what was happening but knew whatever lied beyond those gates was something more powerful then they could comprehend.

"If we are going in - we should move now." Tauriel with determination.

Suddenly, massive bats began screeching and flying around. They were headed back to the fortress.

"Dúilith secherig." ("They are swarming.") Tauriel spoke in surprise.

"These bats are bred for one purpose." Legolas said

"For what?" Tauriel asked confused

Legolas wasted no time in being blunt. Creations such as these could only be used for thing only "For war."

As the bats swarmed overhead, back in the tower the portal successfully opened. The Red Skull smiled with satisfaction at what was being brought in. Suddenly the area was being filled with powerful beasts and creatures that while they looked similar to beasts found in Middle Earth still shocked the Orcs in their size and power.. But the Skull knew what they were as he began to explain to Bolg who was there amongst other Orcs who were loyal to Red Skull and wearing Hydra's mark what they were observing.

"Ancient Norse mythology told of a realm of supernaturally powerful beings. That all myths have some basis in truth. The Tesseract was once such a gateway to that realm. The Norse called it Bifrost. The Rainbow bridge." The Red Skull spoke revealing what he had seen in his journey through the cosmos "In my journey through the cosmos I saw all these realms opened to me. Connected in the tree of life known as Yggdrasil."

The creatures naturally tried to attack as the Skull suddenly subdued them with the magic of the Stone which he began to explain the origins of. "This Stone is called a Norn Stone. The Norns created the stones each connected to the tree and one for each realm. If a chain reaction were to occur then one would be spread across the realms. If one holds one Norn Stone than they are powerful but if one were to acquire them all they would be unstoppable. But I need only one to unleash this force upon the Dwarves of Erebor."

Bolg though he was on board still wanted to know more about these forces "We have a force that is unstoppable already. We have the Super Soldier serum. Why do we need these creatures?"

The Red Skull didn't feel angered by Bolg's questioning. In some respects he was right to question this plan but knew the answer he had would satisfy him. "In war there is always a needed element of surprise. One the enemy will not forsee no matter what they plan. The serum is also depleting and I have no time to make more. And as for this force" The Red Skull said as he observed his new found experiments "Picture an army of mythological beasts unleashed upon the battlefield. The Dwarves nor the Elves and Men won't even comprehend the forces that are destroying them."

The creatures who consisted of Trolls bigger than that of Middle Earth Trolls, a Fenris Wolf, a group of Faeries and a minotaur stepped back as the Skull turned to an Orc "Activate the portal again. And this time lock onto a specific being in particular."

The Orc followed the order as it activated the portal. The light shined brightly through the fortress and across all of Gundabad. Tauriel was naturally shaken by what she was seeing worried about what would be brought while Legolas kept a neutral expression though on the inside he was more worried than he ever was in his entire life.

"Sir we have locked onto a creature" the Orc said

"Increase power. Bring it through!" The Red Skul ordered

The Orc complied as it pushed the lever on the machine to maximum power. A glow spread once again throughout the fortress until finally a giant figure appeared. The creature was blue in colour and taller than any Orc or even the Trolls.

The Orcs stepped back in shock even Bolg felt nervous but didn't want to appear weak. Finally the giant spoke.

"Who dares summon Laufey. King of the Frost Giants?" Laufey asked

"I have summoned you here your majesty for a purpose. The one thing you Frost Giants love the thrill of according to the legend. War." The Red Skull answered not feeling intimidated

"And who are you to suggest I should follow your orders?" Laufey asked

"I am Johann Schmidt. But you may refer to me as the Red Skull. And I possess the power of a Norn Stone. It was how I brought you here. The Norn Stone of Jotunheim."

"Ah yes. Karnilla was never good at protecting those." Laufey said as he continued to converse with the Skull "If I were to help you. What would I gain in return?"

"A new world to rule. One free away from Asgard. You can kill many Dwarves, Elves and Men. Wipe out all who could be your enemies. And one day perhaps return to Asgard and begin your war anew." The Red Skull answered even though he knew he would never allow the Giant to rule over Middle Earth. That goal was his alone. He would gather a force so great and the day Hydra returns in the future. He would return as well.

Laufey considered the deal for a few moments before ultimately agreeing "You have the support of the Frost Giants in this war Red Skull."

"Excellent." The Red Skull said with satisfaction "Bring the King's men through"

The machine was activated again as more Frost Giants came through the portal. The Red Skull then signalled Bolg to come to him "What do you ask Lord Skull?"

"You wish to make the Dwarves suffer? To make Oakenshield bleed?" The Red Skull asked as Bolg nodded as if to say 'Yes' The Skull then pulled out an injection "Then allow me to grant you that wish. The last of the recreated serum. I give to you."

The Skull injected the serum into Bolg who began to grow freakishly big and stronger but more out of control. He then smiled with satisfaction his eyes glowing a devilish colour of green. No Dwarf would be spared now. Bolg bowed before the Skull one final time before leaving to prepare himself for battle.

The Skull walked to the window of the Fortress as he looked out on the horizon "The board is set. And the pieces are moving. Soon. I shall put the Free Peoples in check."

Time passed on the outside as Legolas and Tauriel observed what was emerging from the gate. Eventually a figure rode out on a Warg. It was Bolg, now fully dressed for battle his armour still fitting despite his increase in strength. He raised his mace and shouted out a command; trumpets sounded, the gates in the bottom of the fortress opening, and releasing rank upon rank of massive orcs, each with a giant spear at least three times longer than the orcs' height. Other orcs carried the Skull's energy based weapons. The Trolls, wolves, Faeries and minotaur from Asgard as well as the Trolls from the army marched together the Asgardian creatures being submissive to the Skulls demand via command collars that were consctructed. Laufey and the Frost Giants were marching behind as Tauriel widened her eyes upon seeing these new creatures she was unfamiliar with.

"And what are they bred for?" Tauriel asked

Legolas didn't respond to her question. This man whoever he was if he even was a man was not going to war to bring back the leadership of Sauron and the forces of Morder. He seeked to control Middle Earth for himself.

Bolg looked over as he saw Legolas in the distance glaring at the Elf "For the glory of the hunt! For war! Hail Hydra!"

The massive company chanted "Hail Hydra" as they began marching away, with the bats following and wheeling overhead.

"Din methithar i phain." ("We must warn the others.") Tauriel said with determination.

"Penim lû. Tolo!" ("We may be too late - hurry!") Legolas ordered

"Bring forth the smaller legions. Let them strike in front!" Bolg ordered as he yelled out a command, the ranks of Orcs suddenly parting to let smaller, lighter, and faster Orcs run ahead of their companions, snarling.

* * *

In Erebor the Dwarves were continuing their preparations. Bilbo was running across making sure he wasn't seen as he prepared a rope to let himself down following Peggy's example from earlier. He had to get out of here and stop this. And he had a way to do so.

Bilbo suddenly stopped as he heard Bofur's voice call out to him "You should be inside. Out of the wind."

Bilbo tried to come up with a lie and lead Bofur off hoping he wouldn't say anything to anyone "No I uh... needed some air. The place still stinks of Dragon."

Bofur had a twinkle in his eye not being fooled but he still wished no ill will on the Hobbit. If anything he regretted the fact he was involved in this at all "The Elves will be moving their arches into position. The Battle will be over by tomorrow's eve."

Bilbo gave a glance to the Dwarf feeling slightly saddened.

"But I doubt we will live to see it" Bofur added not fearing the prospect of death.

"No these are. Dark days." Bilbo responded.

"Dark days indeed" Bofur said agreeing with him. Both gave a respectful nod to one another as Bilbo looked upon the horizon "No one could blame a soul for wishing themselves elsewhere."

Bilbo looked back to Bofur again still feeling conflicted about his choice.

Bofur walked towards Bilbo as he gazed up at the night sky "Must be near midnight. Bombur's got the next watch. It'll take a bit to wake him." Bofur walked away down the steps preparing to go back inside.

Bilbo suddenly called out to him. "Bofur."

Bofur turned back waiting to see what the Hobbit would say to him.

"I will see you in the morning." Bilbo said smiling trying not to show any tears.

Bofur gave one final smile at his friend knowing where he was going and knew he had to do what he felt was right much like Peggy did "Goodbye Bilbo."

Bofur walked down the steps leaving Bilbo alone as he went back to setting the rope up as he successfully threw it down and got down from it and wasted no time in running back to the city.

Back in Thranduil's tent, Peggy was finishing explaining the history of the Red Skull and Hydra to Thranduil and Gandalf. "So there you go."

"This Red Skull is indeed quite dangerous. And yet if we played his hand. He could be a valuable asset." Thranduil added

"There's no way to bargain with that maniac. You're wasting your time" Sousa said not agreeing with him feeling bewildered he would suggest such an idea.

"You said you have recruited some enemy what you call scientists to your cause? Why not bargain an alliance with this Red Skull in the same way?" Thranduil asked

Howard decided to answer "We have done that yes and set up a program. We called it Project Paperclip. But there's a limit here. And a guy with so many war crimes to count and in case you missed it though I do not know how cause of those pointy ears, nearly destroyed the world he wouldn't be on that list."

"I would rather die than work with Johann Schmidt or any Hydra agent. We are going to bring him in for his crimes." Peggy said as she gave him a stern look that indicated she was serious "And if you stand in my way I will not hesitate in using force against you."

"And suddenly you sound as obsessed as Oakenshield? Perhaps you are not so different after all." Thranduil said observing her change in behaviour.

Jarvis slightly moved away as he noticed Peggy's anger "Being obsessed with jewellery and a stone is nothing compared to bringing justice to a cause I dedicated my life too. The war may be over for everyone else. But I say it isn't until he is defeated. He seeks to control your world and yet you do not fear him?"

"Should I?" Thranduil asked still not convinced.

"You bloody well should be afraid." Peggy said with no hesitation in her voice.

Gandalf naturally agreed with Peggy as he began to confront Thranduil himself. "Agent Carter is telling you of her experiences and yet you choose not to believe her? You do not believe me? Since when has my council counted for so little? What do you think I'm trying to do?!"

"I do not doubt her claims. I simply feel they will not concern me in the battle. My army is enough to take them on. If they are truly preparing for war. And as for you. I think you're trying to save your dwarvish friends. And I admire your loyalty to them, but it does not dissuade me from my course. You started this, Mithrandir. You will forgive me if I finish it."

Thranduil exited the tent and called to one of the elves. "Are the archers in position?"

"Yes my Lord." The Elf answered

"Give the order. If anything moves on that mountain - kill it!" Thranduil ordered "The dwarves are out of time."

Peggy got up as she strided towards Thranduil walking up behind him "You really are an arrogant plonker."

Thranduil turned to her not missing a beat of her sarcasm "If you wish to insult me. Perhaps come with new insults and not reuse ones you have previously done?"

* * *

Gandalf approached Bard hoping he would find someone other than Peggy and her friends who knew the grievance of this situation "You, Bowman! Do you agree with this? Is gold so important to you? Would you buy it with the blood of dwarves?!"

Unbeknownst to them Bilbo was sneaking past some of the Laketown guards nearby them.

"It will not come to that. This is a fight they cannot win." Bard answered still believing there was hope

Suddenly, Bilbo appeared and addressed both of them. "That won't stop them. You think the dwarves will surrender - They won't. They will fight to the death to defend their own."

"Bilbo Baggins!" Gandalf exclaimed happily thankful that the Hobbit survived as Bilbo smiled happily.

* * *

Back in Thranduil's tent, Bilbo was being presented before Thranduil.

"If I'm not mistaken, this is the halfling who attempted to steel the keys to my dungeons from under the nose of my guards." Thranduil said not feeling satisfied seeing Bilbo again.

Bilbo looked extremely uncomfortable being reminded of this "Yes. Sorry about that."

"Well we helped." Jarvis added "Miss Carter got your men drunk..."

Peggy gave Jarvis a glance that signified he should be quiet as he complied.

There was a silence for a while, as Bilbo then stepped forward and put a wrapped package on the table. "I came...to give you this."

Bilbo unwrapped the package to reveal the Arkenstone. Thranduil rose in surprise upon seeing it. "The heart of the mountain! The King's Jewel."

Gandalf and Bard approached to look at it in awe. Jarvis and Sousa were also surprised at it's beauty.

"It's beautiful" Jarvis exclaimed in awe

Howard had his hand to his chin trying to figure out it's wealth "So if I was going to say maybe put 10 grand against that thing do you think it would be worth it?"

"It is worth a king's ransom to anwser your question Mr Stark. How is this yours to give?" Bard asked confused that Bilbo came upon such a precious item so easily and why he was giving it to them.

"I took it as my fourteenth share of the treasure." Bilbo answered

Gandalf smiled slightly, Peggy smiling also as she gave Bilbo a knowing look.

"Why would you do this? You owe us no loyalty." Bard asked still confused

"I'm not doing it for you. I know that dwarves can be obstinate and pigheaded and difficult, suspicious and secretive…with the worst manners you can possibly imagine, but they also brave and kind...and loyal to a fault. I've grown very fond of them, and I would save them if I can." Bilbo answered simply as he gave Peggy, Jarvis and Sousa a look of appreciation "And while they may not be from this world. They more than likely share my sentiment."

Howard pointed to himself as he noticed Bilbo didn't acknowledge him because he didn't come on this journey and he didn't know who he was "And me. I'm here too. I kind of caused this. So sorry about that."

Bilbo didn't respond to Howard's claims as he continued his point "Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war!"

Gandalf, Bard, and Thranduil looked at each other as they prepared their decision. Peggy looked to her friends also wondering what the outcome would be.

* * *

Gandalf was leading through Dale with Bilbo behind him. "Rest up tonight. You must leave on tomorrow."

"What?" Bilbo asked confused

"Get as far away from here as possible." Gandalf ordered

"I'm-I'm not leaving. You picked me as the fourteenth man. I'm not about to leave the company now." Bilbo said disagreeing with Gandalf's order.

"There is no company - not any more. And I don't like to think what Thorin will do when he finds out what you've done." Gandalf said with worry.

"I'm not afraid of Thorin." Bilbo answered

"But you should be! Don't underestimate the evil of gold. Gold over which a serpent has long brooded. Dragon-sickness seeps into the hearts of all who come near this mountain." Gandalf warned as he looked at Bilbo appraisingly. "Almost all."

Bilbo decided to enquire about Peggy and her friends "And Peggy? Do you plan to send her away as well now that she can return back home?"

Gandalf didn't answer his question as Peggy stepped out herself to answer "Like his majesty said. We started this by joining you. We will finish it."

Bilbo smiled as Peggy gave him one final look back and at Gandalf as she returned back to the others.

Gandalf noticed Alfrid walking by and called out to him. "You there! Find this Hobbit a bed, and fill his belly with hot food. He has earned it."

Alfrid grudgingly came over and began to lead Bilbo away. As they went to go, Gandalf grabbed Alfrid's arm and whispered to him. "Hey. Keep an eye on him. If he should try to leave, you will tell me."

Alfrid walked off, cursing as a group of people walked in front of him as he pushed his way between them. "Move it! Stupid..."

Back inside Jarvis had just finished tending to Tilda as he was now sitting there with Sousa and Howard. The Commandos were sitting down having beers and cigars. Peggy entered inside.

Dugan called out to Peggy noticing her "Hey Peg! Come on over here. Sit with us! Howard that means you too and Sousa and Jarvis."

Howard joined them without hesitation "Don't need to ask me twice."

Peggy still was uncomfortable "How could you think like this? We could be going to our deaths? Do you not realise that if Thorin does not comply we will go to war?"

Dernier spoke in English for the first time "And why should we not be prepared? Let this be a sign of good will. Before the storm blows."

"We've often asked ourselves this question Peggy. Surely you did as well during the war?" Falsworth asked "This is the last moment of levity we have before God decides our fates."

Dugan offered Peggy a beer "Trust me Peg. You've more than earned it. Still know how to chug a beer?"

"Does your hat need a place to be stuffed?" Peggy asked as she took it from him as they cheered her on.

"So did any of you think it would come to this?" Sousa asked

"Not even in the slightest." Dugan answered "What about you three? If that portal hadn't opened up. What would your plans for the future have been?"

Peggy looked at Sousa not sure if she wanted to answer as Jarvis did "I would have stayed with Ana. Look after her. Perhaps find a new hobby. Maybe adopt."

Peggy looked at him sympathetically knowing that was impossible for him.

"And while some of that will remain true when and if I return home tomorrow. Some of it can't I'm sorry to say. But that doesn't mean I have other goals to replace them" Jarvis added

"Peg." Gabe asked

"I would have stayed with the SSR. And I still plan too. I do not plan to die tomorrow by anyone's hand. Especially not Schmidt's." Peggy said as she looked to Sousa "But I have been thinking about the future. Perhaps it's time to maybe consider whether I'm alone in it."

"And will you be?" Happy Sam Sawyer asked

"No." Peggy answered

Sousa gave her a smile as they looked at him wanting his answer "Same as Peggy."

The Commando's understood loud and clear as they said no more.

Howard then added his own plans "I planned to make more inventions maybe sleep with Katherine Hepburn. Joan Fontaine still has turned me down. Problem is I did all those things already. Guess I'll have to come up with a new goal."

Howard then remembered Galadriel's words to him. His greatest achievement had yet to come. What could that be? He then dismissed it as he took another chug of his beer.

Silence came over the group. Finally Morita spoke up as he asked a question to nobody in particular "How do you feel about tomorrow?"

Since anybody could answer Jarvis decided to answer as honestly as he could "If I can be true here? I'm terrified. This is. As they say. It. If Thorin refuses. Then we are going to that mountain. No going back."

"It's okay to be afraid Jarvis. Takes an even stronger man to admit it." Dugan said as he chomped on his cigar "Me? I lost that feeling years ago. Now. I'm ready for the light."

Peggy looked to her friends feeling a mixture of emotions. This could be the last time they see each other. "Thank you for this Dugan. Truly. And too all of you. You are the greatest friends I could ever ask for. And I would be proud to die among you."

They all clinked their glasses together as they continued to drink and discuss stories into the night ahead of the battle's eve tomorrow.

* * *

Early the next morning, the plain in front of the Mountain was now covered in legions of Elves and men, armed for battle. The dwarves, also prepared, were watching from above the gate blockade.

Alfrid arrived to wake Bilbo up, carrying a bowl of food. "Wakey, Wakey, Hobbit. Up you...get."

Alfrid paused not finishing his sentence as he realised that Bilbo was not in the room where he had left him.

* * *

Thranduil and Bard were riding together to the front of the armies and approach their side of the broken bridge over the moat. Peggy, Sousa, Jarvis and Howard with Dugan and the other Commado's behind them were also marching with the armies on horesback with Howard driving a cart that carried weaponry and his inventions. All of them were fitted with armour protecting them with Peggy being given a silver plate of Elven armour by Thranduil. It was an attempt to put things behind them though both still had their issues with each other. Howard naturally compared Peggy to Joan of Arc which she then had to explain to those who didn't get it. From above the blockade, Thorin drew a bow and shot an arrow at the ground directly in front of Thranduil and Bard, who immediately halted in surprise.

"I will put the next one between your eyes!" Thorin said with no hesitation as he drew his bow again, the dwarves on the wall cheering and shaking their weapons. Thranduil stared at Thorin angrily, as he then slightly tilted his head. Instantly, several rows of Elves near the front of the army pulled out their bows, nock their arrows, and aimed at the dwarves, all in one fluid motion. The dwarves' cheering was cut off abruptly as all of them but Thorin ducked behind the ramparts. After holding the pose for a few seconds, Thranduil raised his hand, the elves easily putting away their arrows. Thorin still had his bow drawn, though not hesitating or fearing the army.

"We've come to tell you: payment of your debt has been offered...and accepted." Thranduil said as he prepared to make a deal.

"What payment? I gave you nothing! You have nothing!" Thorin asked angered and confused

"We have this." Bard answered as he reached into his robe and pulled out the Arkenstone, holding it above his head. Thorin, shocked, lowered his bow upon seeing it.

"They have the Arkenstone? Thieves! How came you by the heirloom of our house? That stone belongs to the king!" Kili asked feeling betrayed

"And the king may have it - in our good will." Bard said as he put the Arkenstone back into his robe. "But first he must honor his word."

Thorin whispers to himself, the dwarves near him still being able to hear him. "They are taking us for fools. This is a ruse, a filthy lie."

Balin looked shocked that Thorin's mental state had deteriorated to the point at which he would even consider this.

Thorin then yelled out "THE ARKENSTONE IS IN THIS MOUNTAIN! IT IS A TRICK!"

"Trust me it isn't" Peggy called out

"You are not allowed to speak to me anymore woman! You and your friends have no place here! Go home where you belong!" Thorin called out in anger

At the top of the ramparts, Bilbo stepped out from the dwarves. "It-It's no trick. The stone is real. I gave it to them."

As Bilbo spoke revealing himself Thorin's expression changed to a mixture of sorrow and anger. Thranduil and Bard looked worried, as they thought Bilbo was still safely in Dale. Jarvis and Sousa looked to Peggy as she gave them a look that said 'He needed to do this.'

Thorin and the other dwarves looked at Bilbo in shock.

Thorin's emotions overtook him "You…"

"I took it as my fourteenth share." Bilbo answered

"You would steall from me?" Thorin asked his voice slightly breaking

"Steal from you? No. No. I may be a burglar, but I like to think I'm an honest one. I'm willing to let it stand against my claim." Bilbo answered

"Against your claim?! Your claim! You have no claim over me you miserable rat!" Thorin yelled as he threw down his bow in anger and begins walking toward Bilbo.

"I was going to give it to you. Many times I wanted to, but..." Bilbo said trying to explain

"But what, thief?!" Thorin asked demanding an answer.

"You are changed, Thorin! The dwarf I met in Bag End would never have gone back on his word! Would never have doubted the loyalty of his kin!" Bilbo yelled "He wouldn't throw others away when he claimed he would help them. Help them return to a home they were lost from. You of all people should know that."

"Do not speak to me...of loyalty! Of home!" Thorin yelled as he shouted to the other dwarves. "Throw him from the rampart!"

Bilbo looked shocked upon hearing this. The other dwarves, rather than obeying Thorin, stepped away from Bilbo in confusion. Thranduil and Bard looked concerned. Jarvis and Sousa looked to Peggy, Howard not giving a response as Peggy then turned to Dugan as she held out her hand. Complying Dugan handed her a sniper rifle as she set it up and prepared to fire at the wall.

Thorin naturally was surprised that no one was obeying him. "DO YOU HEAR ME?!"

Thorin grabbed Fili's arm in an attempt to get him to obey but Fili shaked him away. "I will do it myself!"

Thorin lunged forward and grabbed Bilbo, shouting. "CURSE YOU!"

"No!" Fili exclaimed

As Thorin struggled with Bilbo, the other dwarves leapt forward, shouting, to pull Thorin away. Thorin however managed to grab Bilbo and began pushing him over the rampart. Suddenly before he could do anything a bullet was fired at the wall missing the dwarves and only hitting the wall as they all moved away in surprise as Thorin looked down at Peggy holding the sniper rifle as she put it down.

"I will put the next one between your eyes" Peggy said turning Thorin's words against him "Just a word of warning as it were."

Thorin was livid and tired of those who had been brought into this Quest that shouldn't have been here in his opinion in the first place as he looked down at Peggy and her friends and Bilbo "Cursed be the Wizard that forced you all on this Company!"

Suddenly, Gandalf appeared, striding through the armies. His voice magically being amplified to incredibly loud, deep, and powerful tones. "IF YOU DON'T LIKE MY BURGLAR…"

Thorin gave a glare at the wizard upon seeing him again.

Gandalf's voice then returned to a normal volume and tone. "Then please don't damage him. Return him to me! You're not making a very splendid figure as king under the mountain, are you? Thorin son of Thrain!"

Thorin slowly let Bilbo up, as some of the other dwarves rushed to help Bilbo up.

"Never again will I have dealings with wizards..." Thorin began to claim

Bofur gently pushed Bilbo toward the rope he'd hung the night before to climb down the walls.

"Go." Bofur ordered calmy and softly

"Or Shire-rats!" Thorin exclaimed as he looked to Peggy "Or a female agent and her brigade of fools."

Bilbo threw his coiled rope over the wall and clambered down.

"Are we resolved? The return of the Arkenstone for what was promised." Bard asked hoping this matter could be resolved

Thorin, breathing heavily, looked to a ridge in the distance, as if looking for someone or something.

"Give us your answer! Will you have peace or war?" Bard asked

As Thorin bowed his head, a large raven flew up to the ramparts and perched beside him. Thorin and the raven stared at each other as he gave his answer. "I will have war!"

A rumbling was suddenly heard in the distance, as the armies looked up to see the ridge being covered by troops of heavily armored dwarves, lead by a huge dwarf riding a battle-pig.

"Ironfoot." Gandalf said recognising him.

The Erebor dwarves began to cheer and scream as they saw their backup arriving.

"Ribo i thangail!" ("Rush the shield-fence!") Thranduil ordered as he rode through his army as his Elves and the Lakepeople turned away from the gates of Erebor and began marching quickly toward the oncoming Iron Hills dwarves. Peggy and her crew followed them as Gandalf strided along with them, Bilbo rushing to keep up.

"Who is that? He doesn't look very happy." Bilbo asked confused

"It is Dain, lord of the Iron Hills - Thorin's cousin." Gandalf answered

"Are they alike?" Bilbo asked

"I always found Thorin the more reasonable of the two." Gandalf answered not feeling satisfied

"So we're dealing with another mad man? Wonderful. It runs in the family" Peggy exclaimed with a tone of annoyance.

The two armies and Peggy's force halted a short distance from one another, as Dain rided his pig onto a rocky overlook to address the Elves and Men and Peggy's crew.

"Good morning! How are we all? I have a wee proposition, if you wouldn't mind giving me a few moments of your time. Would you consider...just sodding off!" Dain yelled

The townspeople, clutching their weapons, stepped back in fear, while the Elves pulled out their swords and stepped forward.

"All of you - right now!" Dain ordered

"Stand fest!" Bard ordered

Gandalf strided forward trying to reason with the Dwarf. "Come now, lord Dain!"

"Gandalf the Grey. Tell this rabble to leave, or I'll water the ground with their blood!" Dain ordered

"There is no need for war between dwarves, men and elves! A legion of orcs march on the mountain. Stand your army down!" Gandalf said trying to reason with him.

"I will not stand down before any elf! Not least this faithless woodland sprite!" Dain said as he gestured toward Thranduil, who looked angry "He wishes nothing but ill upon my people! If he chooses to stand between me and my kin - I'll split his pretty head open!"

Thranduil smiled furiously, trying not to be taken in by Dain's insults.

"See if he's still smirking then!"" Dain said with satisfaction as he went to rejoin his army.

"Dain wait!" Gandalf called out as the Erebor dwarves cheered for their kin.

"Let them advance. See how far they get" Thranduil said smugly not feeling intimidated.

Dain continued riding back as he heard Thranduil's insults "You think I give a dead dog for your threats you pointy eared princess!"

Thranduil grimaced at this as Peggy looked at him with a smug smile of satisfaction even if she was annoyed that nobodyw was listening "You wanted a new insult? Well there you go."

"You hear that, lads?!" Dain yelled as he stopped and turned to his army.

"Please if a Dwarf could listen just for once I think we would know what miracles look like!" Peggy yelled trying to reason with him.

Dain turned back as he noticed Peggy and her force there. He was naturally taken with her beauty. "You must be the lass known as Peggy Carter? And the rest of you folks too I see. Thorin was not lying. You are one of the most beautiful girls that any Dwarf has laid eyes on. But that doesn't mean I'll stand down for you. But maybe when it's over we can have a little chat. You and me sweetheart."

"Bugger off." Peggy said without hesitation.

"You even speak my language. A woman after me own heart." Dain said as he turned and gave his men the order "Come on! Let's give these bastards a good hammering!"

A dwarf yelled out a command, the Iron Hills dwarves raising their weapons and cheering. Thranduil moved towards Bard as Peggy signalled her group to move back a little.

"Stand your men down! I will deal with Ironfoot and his rabble" Thranduil ordered as he advanced with his army of archers. He then turned to Peggy "I'd advise you to stay with them."

Peggy and Thranduil shared a look for a moment before she signalled her force to join with Bard's.

Dain arrived back at his army as he went towards a Dwarf "Right. Let's get this done. Send in the goats!"

Upon Dain's order an army of Dwarves riding goats ran through the main force towards the Elf army.

Thranduil gave an order as his men pulled out their bow and arrows and prepared to fire.

Gandalf moved through the armies in an attempt to stop this "Thranduil! This is madness!"

The goat forces moved towards the Elves as Thranduil gave the order to fire as a barrage of arrows were sent flying towards the goat forces. Dain suddenly gave an order as a barrage of what appeared to be arrows with wings fired back and collided with the Elves' arrows breaking them. The Erebor Dwarves cheered with satisfaction upon seeing this.

The flying Dwarf arrows ended up striking a large chunk of the Elf army crushing and killing them leaving Thranduil shocked.

"Hey! How do you like that the old twiddly widdlys!" Dain yelled with satisfaction "Ha Ha ya buggers!"

Thranduil not wanting to give up ordered his men to fire again as the Dwarves fired their flying arrows again the same thing happening as the goat army advanced further Thorin gazing on from the rampart above. The Elves in counter to this performed a complicated maneuver to put their shield-and-spear bearers at the front of the army, the arches standing behind them. The goat army however simply road over the shields, crushing and killing some Elves along the way as both forces engaged each other with spears and other weaponry as well as the horns of the Goats killing Dwarf and Elf alike. Dain and his forces then rode into the battle joining the goat force as they barraged through the Elves, Dain knocking down an Elf and battering another one with his war hammer.

The Erebor Dwarves were all feeling mixed emotions some feeling satisfied that help had come while others such as Bofur were scared as he gaxed out at the mountain. As both continued fighting, a rumbling was suddenly heard at the base of a spur of the mountain. The armies grew silent as they turned to look.

Peggy moved towards Gandalf as she noticed he was whispering to himself. "What is it? What's happening? Is it an Earthquake of some sort?"

"No!" Gandalf answered "These are Were-worms!"

Peggy was naturally confused "Were-what?"

At the spur of the mountain where the rumbling was coming from, massive worms, hundreds of feet long and dozens of feet thick, suddenly broke through the rocks. Their mouths were essentially giant drilling machines, strong enough to crush the toughest rocks in their jaws. The human, Elf, and dwarf armies looked on in shock.

"Oh, come on!" Dain exclaimed in disbelief.

"For once I agree with him." Peggy said as she rejoined her group, going towards Jarvis and Sousa, Howard, Dugan and the Commandos.

"Miss Carter?" Jarvis asked wondering what she would do next

"So what do we do Peggy?" Sousa asked awaiting orders.

Peggy looked to her forces as Dugan gave her smile "You're giving the orders now Miss Union Jack. Just say the word."

The worms suddenly retreated into the tunnels they had made through the mountains approaching the Lonely Mountain. As the mist cleared, Azog and a few other Orcs could now be seen standing atop a hill. Behind them were several massive contraptions made of wood, rope, and cloth, meant as signalling devices.

"Come forth my Armies!" Azog proclaimed giving a sign as one of the wooden structures opened up in a particular position, and a horn sounded. Immediately, legions of Orcs began pouring out of the were-worm tunnels.

"The hordes of hell are upon us! To battle! To battle, sons of Durin!" Dain ordered as he and part of his army turned and rushed toward the oncoming Orcs.

Peggy's force looked to her waiting for her answer on what do as she then gave it. "Move forward."

Peggy's force complied as they followed behind her as she closed her eyes and gave one final sigh of exasperation "Good luck everyone." Peggy then raised her sword and gun "Advance!"

Peggy and her forces moved into battle joining the Dwarf armies as they headed towards the Orc army. In war terms they were going over the top. With no way of turning back now. This was it. The Battle of the Five Armies was about to begin.

* * *

 **Author's Note: So yeah that's that chapter done. Extra longer than normal I know which is probably how things will be going forward as we approach the final act as it were. This chapter being the lead up and the beginning of the final battle. I felt it was important to have moments of levity and moments of down time because they are just as important as the battle itself which as I've said before do to the fact that writing action is hard in written format it will be hard to convey that going forward but I hope I can create something satisfying.**

 **The fate of Bard's wife isn't really explained in the film so I made up my own vague reason. It's not really thought out I know but I wanted some explanation and I wanted to relate Bard to Peggy's struggle which she still is dealing with even if it is internally.**

 **The Red Skull's plan and some of the dialogue comes from Avengers Earth's Mightiest Heroes that cartoon where the Skull had a similar plan to win the War by bringing forth armies and armies of creatures from Asgard. The appearance of Laufey was decided rather than a generic Frost Giant like in the show in order to continue to the continuity that the Frost Giant King would naturally still want to wage war and if he could do so without Odin's interference he would.**

 **The Norn Stones and the Norns are from the comics. They haven't been seen yet in the films though the deleted scene of Thor in the pool from Age Of Ultron indicates he was possessed by a Norn. I've tried to determine their powers and I can't find much so my explanations of them aren't me being vague it's just this is all I can find for now. Some would wonder why Red Skull is still messing with Asgard relics after what happened last time but the Skull is not one to give in so easily. He wanted to harness the power of the Gods and believe himself to be one and he wouldn't give that up now. Also him quoting Gandalf's chess metaphor is deliberate. If he was aware of the irony I'm sure he wouldn't be satisfied by it.**

 **One moment of down time I'm hoping I did okay was Peggy and her friends final talk together before the morning of the battle. Final conversations like these can bring levity to a piece but also hint where our characters are going in the future and allow them to reflect on their state of mind. Now will this answer exactly where our characters will be by the end of the story? Who knows that's for the end of the story to say. Even if I'm following the MCU canon that doesn't mean certain things that haven't been determined yet in canon will be followed.**

 **The phrase in question for this chapter "Over the Top" relates less to it's modern meaning of exaggeration and more to what it was during WWI. The infantry rising out of their own trenches to assault the enemy. In order to attack opposing trench lines, infantry were required to climb over the parapet of their trenches and cross No Man's Land which is in some respect what the forces are now doing in the battle with the Orcs coming out of their hiding place in the tunnel mountains and then the Elves appearing from behind with their swords as they jump from behind the Elves with shields and then the Erebor Dwelves destroying the wall they built and going over it. Or maybe I'm wrong with the analogy and I just wanted to bring some line references from the finale of Blackadder Goes Forth which while it is a comedy the last moments are a profound moment of darkness and is how some people remember that event.**

 **Also while I couldn't write every conversation I still had to mention what Howard was thinking if I had shown Peggy in her suit of armour and of course he'd compare her to Joan of Arc. Needless to say Peggy commanding the Commandos in a big battlefield style environment would make for an interesting and cool image for me personally. And of course as with most of Howard's character at least the Dominic Cooper version and like how Tony was in the early comments Howard's comments about his life are based on Howard Hughes' real life exploits. At this point I'm convinced Hughes never existed in the MCU and that Howard did everything that Hughes did in real life instead in the MCU. Either that or Howard went to great lengths to imitate him and his choices. And I later realised Alfrid wasn't wearing his hat anymore in the scene where he confronts Gandalf. Just pretend he is for the sake of Dugan's joke.**

 **Anyway I think that's everything for now but knowing me though there's probably something I forgot that I'll remember later. We're on the home stretch now for this story. Hope you're all looking forward to more. This is your friend Steve993 signing off and I'll see you next time.**


	22. The Battle Of The Five Armies

**Disclaimer:** **I don't own Agent Carter which belongs to Marvel and Disney nor the Hobbit and anything related to that universe which belongs to Warner Brothers/New Line as well as the Tolkien estate. This story is strictly being done for pure fun and in no way is an attempt to profit of the properties involved**

* * *

 **Author's Note: Hey everyone. So here's the next chapter and I'll try not to have as many gaps now in between even doing chapters for other stories I'm doing. Mostly because we are getting to the end of this story now and I want to try and finish this sometime during this summer at least. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know. Also I recommend going back to Chapter 21 if you haven't read it because an error in posting it for some reason didn't specify it was a new chapter being uploaded so you might have missed it.** **Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Naturally everyone on the rampart was surprised about where the battle had been led but also determined to save their homeland and help out those who were in need.

Fili has no hesitation about his decision "I'm going over the wall! Who's coming with me?"

The other dwarves cheered and agreed as they prepared to climb down.

Thorin however didn't share their enthusiasm to join the fight "Stand down!"

"What?" Bofur asked confused

"Are we to do nothing?" Fili asked not believing his uncle's words

"I said STAND DOWN!" Thorin ordered as he walked away, the other looking on in shock and surprise.

Meanwhile, Dain and a company of his dwarves were rushing toward the oncoming Orcs, the Elves staying right where they were. Peggy and her forces were also fighting back the Howling Commandos each scoring hits with their shot guns. Despite all this though the dwarves were still clearly outnumbered by the Orcs.

"The elves, will they not fight?" Bilbo asked feeling worried at these turn of events.

Thranduil looked back at the Iron Hills dwarves, who had now suddenly stopped and built a shield wall with their massive spears pointed outward, lead by the chants of the leader. Peggy signalled her forces to blockade on both sides.

"Dugan take the left side with one half of your men the rest of you follow me here to the left!" Peggy ordered as she galloped to the right with Jarvis, Sousa, Falsworth, Morita and Jones while Dugan went with Pinkerton, Sam Sawyer and Dernier. Peggy signalled them to hold their fire for a moment.

The orcs were fast approaching the shield wall and the two groups on either side. Suddenly, just as the Orcs had reached the dwarves, the Elves leapt up over the shield wall from behind, wielding their swords, and began raining down blows on the Orcs.

"Open fire!" Peggy ordered "And watch for friendlys men!"

"You got it Miss Union Jack!" Dugan called "You heard her boys watch the locals."

And with that the groups opened fired with their bullets piercing through the Orc's armour killing many of them some being pierced through their helmets and shot in the head. Peggy signalled a halt for a moment as she noticed the the Elves pressing forward, the dwarvish shield wall being raised as they did so with the dwarves rushing forward, cutting down Orcs with their spears. Dain himself was riding furiously through the Orcs, smashing them left and right with his hammer. Peggy signalled a return to fire as each group dispersed themselves amongst the battle continuing to open fire.

Peggy then noticed as the remaining elves were marching toward the battle those who had been left behind including Gandalf and Bard's forces as Jarvis, Sousa and Howard headed over to her "We should go back to them."

"I'm gonna need a place to keep these things safe. Any one of these things if tampered with could cause a big wipe out." Howard said

"Well you wiped out the Midnight Oil and I assume any trace of the Nitramene formula to prevent anyone else from using it didn't you?" Peggy asked praying against hope she was right but with Howard you could never tell.

"Well yes to one of those no to the other." Howard responded as he pulled the cart forward which had Nitramene inside it.

Naturally Peggy was frustrated "You have got to be bloody kidding me"

"Look I know I said it was dangerous and it is. But we need a bit of dangerous right now? So let's get dangeorus." Howard said trying to defend himself.

Peggy sighed in frustration shutting her eyes as she then regained herself "Fine then. Mr. Jarvis and I will return to Gandalf and Bilbo, Daniel you take Howard back towards Bard's army I'm sure he knows of some place where Howard can work from.

The groups went their separate ways as Peggy and Jarvis headed over to Gandalf and Bilbo who were standing in one place.

"Eh, Gandalf - Is this a good place to stand?" Bilbo asked

"Only for a few minutes I'll hazard a guess" Peggy said as she moved towards Bilbo as he walked up next to her horse giving her an approved smile as she smiled back.

At the top of the hill, Azog was commanding his Orcs ready to send out the next wave of forces which would be more than just Orcs. "Send in the War Beasts!"

The wooden signalling devices changed their position to show a new signal. Gandalf, seeing the signal, looked toward the tunnels to see new legions of Orcs, including massive trolls and other monsters, coming out.

"Change to arrow position" Thranduil ordered to his troops as the Elves stopped fighting and pulled out their bows.

Dugan signalled his men to step back a little as the barrage of arrows hit the Orcs, killing them.

Morita then noticed something was in Dugan's head. "Dugan your hat!"

Dugan confused took off his hat as he noticed an arrow stuck inside it. While most people would be grateful that they had survived such an assault like that Dugan grimaced as he took the arrow out and put the hat back on despite the hole inside it. "Pointy eared pricks have good eyes. The least they could do is watch where they fire."

The Dwarves continued their onslaught using carts to drive through the forces. Dernier highjacked one as he got on next to the Dwarf riding it "Might I join you mon ami?"

The Dwarf complied as they road off together as he fired at the Orcs with his gun. Knowing this was a problem Azog decided to counter "Destroy their war machines!"

Upon Azog's order a troll ready for combat charged out ready to attack the Dwarf wagon carts as he smashed the one containing the Dwarf and Dernier over as he then proceeded to tear through more of them with other Trolls joining him in his onslaught. Despite being injured Dernier fired on the Troll slightly wounding him as he smashed him away, Dernier leading him away from the fight so that the Dwarves wouldn't be caught in his next attack.

The Troll then proceeded to smash Dernier's leg, then giving him a blow to the head causing him to collapse. The Troll was about to finish him when he suddenly threw a grenade into the Troll's mouth caushing him to be confused as he tried to get it out, running back towards some other Trolls and Orcs in his confusion.

With his last breath Dernier gave a smile as he watched the Troll run away from him. "Au revoir mon ami."

Dernier then sighed his last breath and died from the multiple injuries and trauma he suffered to the head with his sacrifice not being in vain as the Troll exploded taking down a few Orcs and other Trolls with him but it still wasn't enough. Dugan closed his eyes in memory of his friend as he signalled the other Commandos to continue fighting.

Azog remained unphased by the small loss of those forces being confident in this victory "They cannot fight on two fronts. Now we make our move."

Azog looked to the skies seemingly waiting for the Red Skull to arrive. He was taking his time it sure seemed. But no matter Azog felt. Now was his chance to prove his superiority over the former Hydra leader "Attack the city!"

As a horn sounded and the signalling device changed again, another legion of Orcs that had been waiting for the signal then turn and marched toward Dale, which was now between the current battle and the tunnels.

"Azog - he's trying to cut us off" Gandalf said realising his game.

They noticed massive trolls, each large enough to carry multiple other Orcs and wooden structures such as catapults on their back, marching toward the city along with the armies of Orcs.

"All of you, fall back to Dale! Now!" Bard ordered

Bard, the Lakepeople, Gandalf, and Bilbo, Peggy and Jarvis began rushing toward the city, trying to intercept the Orcs having dismounted their horses. Sousa and Howard caught up with Peggy and Jarvis joining them, Sousa still needing his crutch to move even with the modified leg, having also dismounted his horse.

"You know I thought getting a slightly robotic leg would have been easier. No this is much worse" Sousa grimaced.

"To the city! Bilbo! This way!" Gandalf ordered signalling the Hobbit to keep moving.

The monstrous trolls approaching the city suddenly stopped at a rise overlooking Dale. They bent over and planted all four legs on the ground, thus making their backs horizontal. On their backs were catapults loaded with large rocks; Orcs on the trolls' backs were assigned to wind up the gears of the catapults. At a signal from their leader orc, who was striking the ground with his mace, the catapults were released, the rocks flying toward Dale. They smashed into the walls and towers, destroying everything they hit. As Bard, at the front of his army, continued to ride across a bridge into Dale, the Orc army were approaching the wall from another area. A troll with a giant triangle-shaped rock strapped to his head ran up to the wall smashinginto it headfirst and knocking it down causing himself himself to be knocked out in the some motion. The orcs behind him began to rush into the city through the hole, entering the houses and killing whatever people they could find.

Dugan knowing they would need backup decided to split the remainder of his team up again. "Falsworth, Gabe stay with me. The rest of you go in there and mow down some of those ugly sons of bitches. And if Peg gives you an order. Remember do what she says."

The Commandos complied as Pinkerton, Morita and Sam Sawyer rode off to join the others in the city.

* * *

In the city, the screaming townspeople began to flee from the oncoming orcs. Sigrid and Tilda who were hiding in a building noticed a troll climbing over the wall as they quickly ran away.

Meanwhile, Bain, holding a sword, was looking for them among the fleeing people. "Sigrid! Tilda!"

* * *

Bard rode into the city as he then dismounted, drawing his sword as he did so. He quickly ran against the flow of the fleeing people, looking for his children. "My children! Where are my children?"

"I saw them. They were down in the old market." a Woman called out.

"The market?! Where are they now? Tilda! Sigrid!" Bard called out in a desparate attempt to find them.

Percy suddenly arrived running up at the head of a company of the Laketown soldiers. "Bard, Orcs are storming over the causeway!"

"Get the bowmen to the eastern parapet. Hold them off for as long as you can!" Bard ordered

"Archers, this way!" Percy ordered

Suddenly a man fleeing for his life had more bad news "The orcs have taken Stone Street! The market's overrun!"

"The rest of you, follow me!" Bard ordered

Bard's group then encountered the orcs, as they began fighting. Elsewhere in Dale, Gandalf, Peggy, Sousa, Jarvis and Bilbo were also fighting the orcs. Howard had found an untouched building he hid in taking as many inventions as he could along with weaponry ready to pass out if needed warning that if you got an invention be careful no matter what it was.

A group of townspeople began running toward the orcs, Alfrid running with them.

"Charge! Onward! To the death!" Aflrid called as while he was still shouting, he suddenly stopped running, panting for breath. Seeing that no one was watching him, he then hid in a building. The same building Howard happened to be in as Alfrid jumped in surprise "Oi you Mr. Moustache! Find your own hole to hide in."

"Well I'm not exactly here to hide out of cowardness." Howard said as he handed Alfrid a big contraption "Here. Take this."

Alfrid looked at it confused "What's it do then eh?"

"It can fire a nonlethal concussive wave in a blast radius of 170 degrees. In order for the design to be activated, the proper code needs to be inputted into the keypad. 34-24-34 is the code for instantaneous firing and 33-23-33 is the code for delayed detonation." Howard explained "I call it the Jitterbug"

Alfrid for a moment hesitated but decided to hang onto it as Howard then took what he could as he ran off to hide somewhere else as Alfrid called out to him "Oi! Where are you going?"

"No offense but I don't want to be in the midst of a concussive blast like that. Also you smell bad. I recommend a haircut to fix that scraggy look." Howard said as he ran off.

Alfrid grimaced as he held the Jitterbug close hoping he could remember the right activation code to use it. Meanwhile Orcs were chasing Sigrid and Tilda. As they ran screaming around a corner, Bain jumped out and killed the lead orc. The second orcs knocked him to the ground and quickly swung at him, only to get his sword caught on something overhead. Bain quickly used this chance to thrust his sword into the orc, killing it. He and his sisters then rounded a corner to see their father fighting further up the lane, uphill from them.

"DA!" Sigrid called out to signal him.

"Da! We're down here!" Tilda called

"Here!" Bain added.

Bard hearing them turned to see them, looking relieved. However, his expressions changed to one of shock when he noticed a troll entering the lane behind the children, throwing men many feet away with a single blow of his mace. The troll seeing the children growled as he lunged forward, as the girls screamed in terror.

They were too far away for Bard to reach them in time, as he began to look around frantically. As the troll approached the children, suddenly Jarvis arrived looking horrified as the children noticed him.

"Mr. Jarvis help us!" Sigrid called to get his attention

"Edwin!" Tilda cried out to him.

Changing his expression to one of looking determined Jarvis prepared to gallop forward "Not on my shift"

Galloping forward Jarvis's horse banged into the side of the Troll injuring it as Jarvis fell off, the horse being killed as he stood to face the monster.

"Get behind me!" Jarvis ordered as they complied without hesitation.

The Troll tried to swing at Jarvis as he fought back it's blows with his sword, moving back when necessary to dodge the Trolls blows. He managed to hold his own much to the Trolls anger proceeded to stab it in the leg. "I have said it before but I'm glad I took those fencing lessons as a hobby."

Eventually the Troll managed to knock Jarvis down as he prepared to kill him. Bard having noticed what was going on as it allowed time to tilt upright a cart that had been laying sideways in the courtyard. He quickly scrambled into it and launched it down the avenue toward the children and Jarvis. The troll raised its mace to smash the children and Jarvis, but paused in surprise when it noticed Bard hurtling toward it in the cart.

"BAIN, SIGRID - GET DOWN!" Bard yelled

They quickly threw themselves to the floor as the cart bounced over them. It then smashed into the troll sending it flying; Bard was also thrown forward, managing to thrust his sword into the troll's heart in a flying strike.

* * *

Meanwhile on the battlefields: the plains in front of Erebor, Thranduil and Dain were each riding their forces through the armies killing Orcs wherever they went. Dugan fired at the Orcs approaching him but quickly was knocked off his horse which had been killed by an Orc with a spear as Dugan then made short work of it by shooting the Orc in the head causing the head to explode, killing the Orc. Noticing a goat without a Dwarf on it and seeing that he had been killed Dugan decided to take the rains on it in memory of the fallen Dwarf.

"Well. I never thought I'd be riding a goat. Then again what else was normal about today?" Dugan then took control as he rided off into battle "Ride on little fellow"

Following his example Jones and Falsworth saw one of the Dwarf carts knocked aside as Jones looked towards him. "You thinking what I'm thinking?"

"Indeed I am my good man." Falsworth replied as both mounted the cart and rode off as a blind Troll being ridden by an Orc proceeded to crush and destroy everything in it's path mostly due to the maces the Troll had for hands.

Meanwhile over in the city Bard, his children and Jarvis were running up an empty street.

"Listen - I need you to gather the women and children. Take them to the Great Hall and barricade the door." Bard ordered as he looked to Jarvis

Alfrid, hiding in a doorway nearby, could hear them speaking as he held the Jitterbug in his hand being annoyed by it's weight.

Bard then gently took Bain's sword from him. "You understand - you must not come out for any reason!"

"We wanna stay with you!" Tilda said not wanting to leave their father behind.

Tilda began to cry as Jarvis held her in an embrace "Your father must do what he must." Jarvis then let her go as he wiped the tears from her eyes "Don't worry I'll be there for you."

Alfrid then stepped out being annoyed by the butler's generosity but still needed to pretend he was on Bard's side in order to gain sanctuary away from the battle. "The man servant is right you know. Show your father some respect!"

Jarvis without hesitation walked towards him quite fed up with his behaviour "Alfrid Lickspittle!"

Alfrid looked at him confused as he found himself decked right in the face by Jarvis giving him a blood nose as he fell backward onto the ground. "You dare!"

"I do. You sir are quite possibly one of the most selfish, unpleasant and cowardly men I have ever come across in my life! The fact you claim to serve others and yet all you serve is yourself is a cause I am ashamed of!" Jarvis said with anger. The last time he had been this angry was when Frost shot Ana. So you know he meant business.

"Your employer only cares about himself! Why do you defend him? Why do you defend anyone?! Especially that Miserable Carter." Alfrid asked

"That's Ms. Carter to you." Jarvis corrected "Mr. Stark is not perfect. Neither is Ms. Carter sometimes. And despite my punctuality and job to keep things in order neither am I. But we learn from those mistakes and strive to keep going in our lives. That if we can do good things for other people, we have a moral obligation to do those things! That's what's at stake here Mr. Lickspittle. Not choice. Responsibility. Do you have any yourself?"

Alfrid looked up at him quite shocked at his bravery to stand up to him as Bard and his children looked at Jarvis proud as he then held his hand out to Alfrid to help him up.

"Let peace come between at least one set of adversaries today Mr. Lickspittle. Not for our sakes. But for their sakes." Jarvis said.

Reluctantly Alfrid took his hand as Jarvis helped him up. Dusting himself off he then looked to Bard. "You leave it to us, sire. You heard him, we make to the Great Hall!"

Alfrid was about grab Tilda and Sigrid to push them but one look from Jarvis meant if he did then he'd be a dead man as he then followed behind him who was proceeding to gently guide the children away.

Bard then called after him. "Alfrid, women and children only. I need every man fighting. See that you and Mr. Jarvis both return!" Bard then thrusted the sword into Alfrid's hands.

"I'll get them to safety, sire." Alfrid said as he then noticed Orcs appearing nearby, causing him to nervously hurry away. "And my sword is yours to command." He then began rounding up the people he could see. "Get up!"

Bard held Bain's face earnestly. "Look after them!"

Bain gave a nod of understanding as he headed off.

"Shift it, granny!" Alfrid ordered as Bain caught up to Alfrid. Alfrid then proceeded to rudely toss him the sword, Bain looking at him in disgust. No matter what it seemed some people never change that even after Jarvis's speech Alfrid was forever a coward.

Bard satisfied that his children were safe proceeded to along with his men continue fighting orcs.

Bain, Jarvis, Tilda and Sigrid were helping the weak and elderly to move.

"Make for the Great Hall!" Bain called out.

Sousa then rode by having got back onto his horse. "I can take someone up if they need it."

An old woman grateful took Sousa's hand as she sat behind him and fell against his back, his crutch being strapped to his back by a strap.

As they approached the Great Hall, Alfrid without hesitation proceeded to run and push his way through the people, knocking many of them over in his haste to reach the doors. "Out of my way! Abandon the cripples!"

"I'm right here." Sousa said to nobody but himself in annoyance as Jarvis looked on.

"I'm starting to believe Mr. Lickspittle is irredeemable." Jarvis said disappointed.

"Yeah well. Some guys are just plain jerks Jarvis. Nothing more to be said." Sousa said as he dismounted helping the woman through as Jarvis followed him. As Jarvis walked forward he noticed that Alfrid carelessly dropped the Jitterbug along the way. Sighing Jarvis picked it up as he moved further to the Great Hall hoping it could be useful later. With any luck his employer had already made it there.

* * *

As more and more orcs and trolls entered the city, Thranduil managed to ride his elk into the city by crossing one of the bridges. As he crossed, his elk trampled many orcs. The elk lowered its horns and speared five orcs at the same time, lifting them up so that Thranduil could behead all of them with one swing of his sword. As they thundered into the city, the elk was ultimately killed by multiple Orc arrows to the chest. As it proceeded to fall, Thranduil leapt clear and rolled, coming up to find himself surrounded by orcs. He then pulled out both his swords and began fighting them, soon reinforced by his elven foot troops.

Peggy noticed this as she rode by and joined him, proceeding to gun down Orcs and stab them as she then was forced to dismount because of her horse being killed by an Orc which she promptly shot in the head in return killing.

"Ugly bugger" Peggy said as she proceeded to continue killing the Orcs with her sword and gun.

Thranduil continued to fight off a few Orcs as he found himself surrounded as Peggy noticed.

"Duck!" Peggy called out.

Thranduil moved away slightly managing to get to a safe place as Peggy threw a grenade which killed the Orcs who were attacking Thranduil and also destroying some ones who were nearby. Thranduil looked towards Peggy feeling somewhat grateful even though he felt reluctant to admit it.

"I suppose I should thank you." Thranduil said

"No need." Peggy replied. "You don't owe me anything."

"What do you mean?" Thranduil asked

"You don't owe me your apology. I understand. I always assumed you were uncaring. Had no love or loyalty in your heart." Peggy said as she continued "But now I understand that you simply couldn't bear to lose anyone again. That the person you loved was so important to you. Those gems were a symbol of your love for that person."

Thranduil closed his eyes as he thought of his wife. He then opened them again "What do you know of love? What do you know of something precious? That you wanted to keep safe because it was the last thing left of the one you loved!"

Peggy then thought back to Steve's blood that Howard had saved. Her words replayed in her head that she told Dooley and Sousa. While her words indicated she was protecting Howard _"I suppose I just wanted a second chance at keeping him safe."_ She really was protecting Steve Rogers.

Peggy proceeded to head away before parting with one final advice "There's more than one thing your wife valued over those gems. And it's something that can't be found anywhere else. And is more precious then any jewel."

"And what is that?" Thranduil asked

"Loyalty. Honour. A willing heart. And the love of your son. Tell me. Which one would she have you value more?" Peggy asked

Thranduil didn't answer as Peggy rode off to another part of the battle leaving Thranduil alone in his thoughts.

In the city, the men, elves, and orc continued their fight against each other, the orcs seeming to have the upper hand because of their massive numbers.

Azog was watching from his hilltop vantage point with satisfaction. "They cannot hold the city. The Dwarves are almost spent."

Atop the walls Percy, Morita and the other archers were attempting to fight back firing down on the orcs attacking the city. Sam Sawyer and Pinkerton were inside one of the tower loading their guns up.

"The battle is looking tense." Pinkerton said having noticed the fight going badly

"Yeah." Sam Sawyer replied as he loaded his gun "Let's show em what the Commandos can do."

"I thought you hated that name?" Pinkerton asked surprised

"If I'm going to die today. I'm dying as a Commando. Because that's what I am." Sam Sawyer said as he smiled at his friend.

Pinkerton gave a smile back as he finished loading his gun.

"Alright. Let's do it." Sam Sawyer said as both proceded to fire from the tower with their shotguns.

In the plains in front of Erebor, the Iron Hills dwarves were being driven back by the orcs.

An group of Orcs managed to kill Dain's war pig leaving him quite angered. "You buggars!"

Dain then proceeded to kill orcs left and right with his hammer and by headbutting them. "Where's Thorin?! We need him! Where is he?"

From his vantage point, Azog gloated as both battlefronts were being won by the orcs "Let these lands run with blood! Slaughter them all."

The battle began to become grim as many were fighting for their lives, many falling and dying in battle. On the towers an Orc ordered the Trolls to fire the catapults as they did so destroying the towers as Sam Sawyer and Pinkerton fought hard gunning down any Orcs they could see approaching the walls.

An Orc called forward another war machine this time a powerful and advanced gattling gun leaving both men surprised.

"Where the hell did they get a gattling gun?" Sam Sawyer asked in disbelief

"Most likely a new weapon from the Skull. Looks like a fully operational Fokker-Leimberger design. They only experimented with it during the First War" Pinkerton summerised "We need to take it down."

Sam Sawyer noticed two Orcs attempting to climb the wall "This side Pinkerton!"

Pinkerton joined his friend as both then killed the Orcs attempting to climb the wall.

"Hit the tower!" The Orc commanded as the gattling gun proceeded to fire on the tower, heavily damaging it as Pinkerton was suddenly shot multiple times as he fell backwards on the floor heavily injured with Sam Sawyer following suit except forward as his bullet ridden corpse tumbled over the wall to his death.

Pinkerton sighed his last breath as he saw his friend's hat having fallen off next to him "Oh Sammy."

Pinkerton then proceeded to die as Morita walked by in time to see his friends die and the tower collapse. Closing his eyes in sadness he and the remaining archers headed off from the wall in retreat.

Bard being caught in the midst of the battle proceeded to call out to anyone who could hear him "FALL BACK!"

* * *

Meanwhile, in Erebor, Thorin was merely sitting on the throne.

Dwalin approached him not feeling happy about these proceedings. "Since when do we forsake our own people? Thorin, they are dying out there."

"There are halls beneath halls within this mountain - places we can fortify." Thorin said without a tone of care in his voice.

Dwalin looked disappointed and angry at this..

"Shore up, make safe. Yes…" Thorin said seemingly lost in thought. "...Yes - that is it. We must move the gold further underground - to safety!"

Thorin began to walk away, as Dwalin angrily called out to him. "Did you not hear me?! Dain is surrounded! They're being slaughtered, Thorin."

"Many die in war. Life is cheap. But a treasure such as this cannot be counted in lives lost. It is worth all the blood we can spend!" Thorin replied

"You sit here in these vast halls, with a crown upon your head, and yet you are lesser now than you have ever been." Dwalin said denouncing him.

"Do not speak to me as if I was some lowly dwarf lord…" Thorin said but as he spoke he began to feel mentally affected by something. "As-As if I were still...Thorin...Oakenshield."

Dwalin gave no response to him.

"I AM YOUR KING!" Thorin roared as pulled out his sword, being so unbalanced however that he proceeded to almost fall over.

"You were always my king. You used to know that once." Dwalin said as he bowed his head in sorrow. "You cannot see that you have become."

"Go! Get out...before I kill you." Thorin said his tone indicating sorrow

After looking at each other for a while, Dwalin turned and proceeded to leave.

* * *

Thorin walked through the hall in which he tried to drown Smaug; the entire floor was now covered in gold a few feet deep. In his head, he began to hear many of the words that he spoke or were spoken to him earlier.

 _"You sit here...with a crown upon your head...you are lesser now than you have ever been..." Dwalin's voice spoke_

 _"...but a treasure such as this cannot be counted in lives lost..." Thorin's voice replied_

 _"...a sickness lies upon that treasure..." Balin's voice spoke_

 _"...the blind ambition of a mountain-king…" Bard's voice spoke_

 _"...AM I NOT THE KING..." Thorin's voice replied_

As he reached further and further Thorin seemed to be lost more in his madness.

 _"...this gold...is ours...and ours alone..." Thorin's voice said_

 _"...treasure…" Balin spoke_

 _"...I will not part with a single coin..." Thorin's voice replied_

 _"...he could not see beyond his own desire..." Bard's voice spoke spoke_

 _"...as if I was some lowly dwarf lord…" Thorin replied "...Oakenshield..."_

 _"...a sickness that drove your grandfather mad..." Balin's voice spoke_

 _"...Oakenshield..." Thorin's voice spoke_

 _"...this is Thorin, son of Thrain, son of Thror..." Dwalin's voice spoke_

 _"...I am not my grandfather…my grandfather." Thorin's voice spoke_

 _"...you are the heir to the throne of Durin..." Gandalf's voice spoke_

As the voices continued Thorin's descent continued.

 _"...they are dying out there." Dwalin's voice spoke_

 _"...take back...take Erebor..." Gandalf's voice spoke_

 _"...Dain is surrounded... surrounded...is surrounded...Dain is surrounded..." Dwalin's voice spoke_

 _"...take back your homeland…" Gandalf's voice spoke_

 _"...you are changed, Thorin..." Bilbo's voice spoke_

 _"...I am not my grandfather…" Thorin's voice spoke repeating these words but the sentence being shortened_

 _"...is this treasure truly worth more than your honor..." Bilbo's voice spoke_

 _"...I am not my grandfather…" Thorin's voice spoke repeating these words_

 _"...Compromise where you can. Where you can't, don't. Even if everyone is telling you that something wrong is something right. Even if the whole world is telling you to move, it is your duty to plant yourself like a tree, look them in the eye, and say..." Peggy's voice spoke_

 _"...No. You move..." Thorin's voice finished._

The voices suddenly stopped as Thorin looked down to see the shadowy shape of Smaug sliding beneath the gold.

 _"...this treasure will be your death…" Gandalf's voice spoke one final time as the voices stopped entirely_

Thorin screamed as the gold beneath him seemingly turned into a sinkhole as he began to drown, surrounded by gold. He screamed as he tried to escape, but ultimately kept getting pulled down. As he disappeared beneath the gold, his imagination/dream proceeded to end. He was now standing in the golden court. He promptly yanked off his crown and threw it to the floor. He had now finally come back to his senses.

* * *

Meanwhile, the battle was going badly. Many had been lost on both fronts. It would take a miracle to save the day now.

"FALL BACK! FALL BACK! TO THE BARRICADE! FALL BACK!" Dain yelled as he and the remaining dwarves began retreating toward the gates of Erebor, with the orcs in pursuit. Dugan rode off following the Dwarves as Falsworth and Jones followed close behind.

"Now comes their end. Prepare for the final assault." Azog ordered as a signal horn sounded, the orcs regrouped to march on the dwarves.

Far off on the north side approaching Ravenhill another force was beginning to make it's presence known. Orcs, Trolls and Frost Giants and the other Asgard creatures Red Skull had captured made their way there with the armies of bats and some makeshift planes with the bats and planes carrying bombs to destroy the forces with ease. Azog noticed this from a distance visibly shocked and surprised. He then noticed more war machines amongst their roster including tanks. What surprised him most was what he could see flying through the air.

A giant Hydra blimp with the Red Skull standing atop it. On top of it was the machine that would unleash more of Asgard's armies. But the Skull was still prepared for a possible defeat though as he also managed to creata a nuclear warhead attached to the bottom of the blimp. Needless to say he was here to conquer and not leave defeated. But if he was then nobody would win. Everyone would die by Hydra.

"Today is the day that Hydra becomes supreme master of Middle Earth! Hail Hydra!" The Red Skull proclaimed.

The Orcs cheered "Hail Hydra!" in response including Bolg much to Azog's disapproval and shock as he took in his spawn's new more stronger appearance.

Azog would need to have words about what was happening now. Words that involved the Skull's death.

* * *

Just inside the gates of Erebor, the dwarves of the Company were sitting desolately, hearing the cries of battle outside but unable to help their kin. They then rose as they noticed Thorin approaching from further in the mountain, sword drawn. He was no longer dressed in his royal robes and arbor, but in a simple leather outfit.

Kili rose as he began shouting. "I will not hide behind a wall of stone, while others fight our battles for us!"

Thorin and Kili continued to approach each other, Kili becoming more angry and upset. "It is not in my blood, Thorin."

They finally stopped in front of each other as Thorin looked his nephew in the eye. "No, it is not. We are sons of Durin. And Durin's folk do not flee from a fight."

Thorin laid his hand on Kili's shoulder, smiling. Kili smiled back at him through his tears as they touched their foreheads.

Thorin then turned to the rest of the dwarves. He hoped this command would be something they'd follow. Because he was certain it would be his last. "I have no right to ask this of any of you; but will you follow me one last time?"

The dwarves rose and raised their weapons, ready to follow their leader and friend again. And so the Battle while it was looking grim at first and there is still more on coming in terms of the battle especially with the second wave incoming. Things were finally turning for the Free Peoples. Possibly in their favour after all. But with great victory. Will also come great loss.

* * *

 **Author's Note: So yeah that's that chapter done. Again most of this is the beginning of the battle but there are character moments placed throughout most notably from the film of course Thorin coming out of his madness.**

 **There was a deleted scene that was never even put in the extended edition about Thranduil and the gems except it was with Gandalf and came just after Legolas and Tauriel leave him alone. I put it earlier and had Peggy say it to sort of not give closure to their exchanges but put things into perspective. That Thranduil is holding onto something material which are the gems not because he's selfish but because they are the only thing he believes he has left of his wife. Something Peggy in some respects knows too well. That she couldn't let go of Captain America throughout the first Season until she gets the vial of blood which she first wants to protect but after Howard has his moment with the Midnight Oil accepts the truth and poors the blood into the ocean finally letting him go. Again sorry if you haven't seen the first Season of Agent Carter or Season 2. I tried to make this as stand alone as possible but I can't help it if things from the show that will inform character development come through and you should still see both seasons. Not just because I and so many others want the show to return but also it really puts Peggy's story into perspective. That last moment of Season 1 will leave you with a bittersweet feeling.**

 **But moving onto other things. I think it was inevitable that Jarvis would deck Alfrid at some point. Some bit of satisfaction before he ultimately get's killed later. Yeah Alfrid won't find redemption. It's sort of like an opposite to Thorin's story that as Sousa said you can appeal to some people all you want but no matter what you say that person could still ultimately be a jerk no matter what. Greediness and cowardness are a trait often associated with villains and while they can be associated with heroes like Thorin they eventually find that things don't have to be that way and inner strength and will power can prevail along with appreciation for life's simpler pleasures. It's what the message he gives to Bilbo ultimately is about.**

 **So I said last time that despite I am following MCU canon for the most part that doesn't mean I may not change some things that in terms of the timeline are undocumented and may never be documented. Such is the fate of some of the characters in the Captain America First Avenger/Agent Carter timeline. Some of them do survive and some more than likely will have to survive for the future since they had planned more seasons.**

 **So I had to really decide whether I felt killing some characters off would work as we needed losses to come for our heroes who came for the other side too not just for the Free Peoples. So farewell to Jacques Dernier, Happy Sam Sawyer and Pinky Pinkerton. You were Commandos to the end. And you won't be the last Commando to go. As besides Dugan two Howling Commando's fates were revealed in deleted scenes from the Avengers. One I'm going to keep alive so that they could die at a later date and the other will die here. Much like the Magnificent Seven (both the original and the one that has Star Lord and the Kingpin of Crime from Daredevil) 7 men were a part of the Commandos in this story and of course not everyone made it out in both only 3 surviving and 4 dying. 3 down one more to go.**

 **Writing action and making the character moments believable have always been tough for me especially since this is written format so you aren't seeing the action unfold. I hope it's exciting enough especially with some of the stuff I have to add with our other heroes.**

 **So I had to have the Red Skull's onslaught come a little earlier or at the very least on it's way because I was rewatching the climax and even in the extended edition Bolg and his armies arrive pretty late into the fight. The fight between Peggy and the Skull like Thorin and Azog is personal and I'm sure will be something people will be looking forward to especially since he's going all out in terms of his forces.**

 **Whether he could be capable of creating all the necessary compounds to create 20th century war weapons in a world less advanced then ours is I'm sure questionable. But this is fantasy and I wanted the Skull to go all out because it's exactly what he would do. He would build a massive force of soldiers, super powered soldiers, monsters and even bigger monsters along with various war machines. And if that wasn't enough for him? Then build a giant warship with a nuke attached ready to destroy anyone just so that they won't win in case he lost. Remember he's insane.**

 **Anyway I think that's everything for now but knowing me though there's probably something I forgot that I'll remember later. The fight will be spread out as you can see. I don't know how many chapters it'll take up but I imagine it'll take up maybe two or three more at least. We're on the home stretch now for this story as I've said before and like making the Hobbit was for Peter Jackson this has been a long journey for me that while I'm happy writing it (and maybe write more?) I'll be glad to see it end. Hope you're all looking forward to more. This is your friend Steve993 signing off and I'll see you next time.**


	23. The Final Push

**Disclaimer:** **I don't own Agent Carter which belongs to Marvel and Disney nor the Hobbit and anything related to that universe which belongs to Warner Brothers/New Line as well as the Tolkien estate. This story is strictly being done for pure fun and in no way is an attempt to profit of the properties involved**

* * *

 **Author's Note: Hey everyone. So here's the next chapter. We're very near the end now of the story. To all those who have reviewed so far then thank you. If there's anything I'm doing wrong or you think could be improved upon please let me know.** **Anyway if you're still reading or are reading for the first time then I hope you enjoy.**

* * *

Dain and his surviving dwarves had managed to set up a desparate shield wall in front of the moat by Erebor's gates; the orcs lined up by rank, ready to attack them.

Azog suddenly stopped the orcs with him on the hill from signalling the attack. "Not yet! Wait...wait"

Several heavily armored trolls shoulder their way to the front of the Orc ranks along with the Trolls that had catapaults on their backs.

"Attack...now!" Azog ordered

The orcs sounded their signalling horn, as the orcs and trolls began to march forward. Suddenly another trumpet was heard in the distance being Bombur's, atop the wall. The orcs stopped in confusion. In Dale, Bilbo and Gandalf could hear the sound too and looked up in surprise.

"Thorin!" Bilbo said in surprise.

The barricade of rocks in the gateway of Erebor suddenly smashed outward being hit from inside by a giant golden statue that the dwarves had hung up like a bell. The rocks, falling forward make a rough bridge across the moat. Thorin and his dwarves suddenly began to rush out and through the ranks of the Iron Hills dwarves as Azog looked on in shock.

Dain then began shouting to his troops. "TO THE KING! TO THE KING!"

"Du Bekâr!" ("To arms!") Thorin yelled as he leadd the way with all the dwarves forming a wedge behind him. They smashed their way through the orc ranks, releasing their pent up anger and hatred.

In Dale, Bilbo and Gandalf looked out at the plain from an abandoned causeway.

"The dwarves! They're rallying!" Bilbo said in realisation as they watched the dwarves, fighting with new vigour, destroy the orcs.

"They are rallying to their king!" Gandalf said with a feeling of satisfaction.

"Well it's about bloody time." Peggy said as she arrived on the scene next to them and watched the battle with a smile.

As the battle continued on the Dwarves combined their skills in many ways to take down the Orcs such as Bombur using his weight to knock a few down while Bifur and Bofur finished them off. Suddenly the Red Skull's tanks made their way through the armies as some of the Dwarves stepped away slightly scared by these new and advanced war machines. Before the top cannon could fire however the Dwarves managed to knock one of the catapault trolls on it's back as it fell down and activated it's catapault mechanism sending it flying and crushing the Orc on top of the tank and damaging the tank itself making it fire on a group of Orcs rather than Dwarves.

* * *

Having realised what was happening Bard decided to respond in the same way as he began speaking to his remaining men."Any men who want to give their last - follow me!"

Dugan, Morita, Jones and Falsworth were among the men they all began to charge through the city.

In the battle Bombur continued to knock Orcs down with his flail and use his size to his advantage as he jumped to kick an Orc and then falling over.

Bofur went to help his brother up without hesitation "Come on Bombur get up!" as he then heard Nori call his name for help having been caught up in a battle. Quickly thinking he grabbed an axe from a dead Orc and threw it into the other Orc's head killing it instantly as Nori quickly took the axe out and threw it into another Orc's head that was attacking Ori after he called his name for help as Ori then took the axe out and threw it back to Bofur who grabbed it with surprise.

The blind Trolls with maces for hands continued to make it's way through the armies as Thorin and Fili continued to take down Orcs. Noticing that the troll would be a problem Nori and Ori used their shields to form a platform that would allow Bofur to move across them and jump onto the troll knocking the Orc off as he then began to take control of it as smashed it's way through the Orc forces, destroying some of the Skull's tanks and war machines in the process.

* * *

Meanwhile Bard and his forces began to clash with the orcs, fighting with reckless abandon now that they knew the dwarves were back at it. Gandalf joined with them as he stabbed and knocked them back with his sword and staff. Peggy joined in the fight too wasting no time in stabbing and gunning down many Orcs as she could.

As one managed to get close to her Dugan suddenly arrived to her rescue "Peg watch out!"

Peggy didn't have time to react though before Dugan fired a headshot into the Orc's head causing it to explode and it's corpse to fall over. Peggy looked at Dugan who seemed to be quite pleased with himself.

"I could have had him if you gave me a second." Peggy said remembering when she said to Steve a similar thing when chasing down Krueger.

"Sorry." Dugan replied

Peggy gave a smile as she looked at what remained of his men feeling saddened as she put two and two together that some of them had died. "Come on. I believe the party is just getting started as they say."

"What makes you say that?" Falsworth asked

"Because while Schmidt's handy work have been moving through the battle he is nowhere to be seen. Yet that is." Peggy said in reminder.

"He wants to draw us out and challenge us." Jones said in realisation

"Yes. But he wants me specfically." Peggy said as she then changed her tone to a more determined one "And I will answer."

In the Great Hall, Hilda decided to grab a spear as she began speaking to the others huddled inside. "I say we stand with our men in life and in death! Arm yourselves!"

Many of the women and older men began to grab their weapons and follow her with Bain grabbing his sword and Sousa following along with him. Jarvis looked to Tilda and Sigrid as Sousa and Bain looked back at him.

"Go. Fight with them. I'll look after them." Jarvis said as Sousa gave him a respectful nod and headed off.

Bain didn't leave however as he went up to Jarvis "My place is with family. Always."

Meanwhile, a woman was speaking to an old lady sitting hunched over under her shaw "Come with us, love."

"No, no, no! You leave an old woman be." the old woman who was actually Alfrid said trying his best to hide from the conflict.

The woman however kept insisting "Don't be afraid."

Quickly though Alfrid had enough as he pushed her away "I said get off!"

Hilda noticing the commotion reached over and yanked off the shawl, revealing Alfrid to everyone. "Alfrid Lickspill, you are a coward!"

"Coward?! Not every man is brave enough to wear a corsett!" Alfrid said trying to defend himself.

"You're not a man, you're a weasel!" Hilda responded feeling no remorse for him.

As the others continued to grab whatever tools or weapons they could find to join the battle, an urn suddenly fell over, Alfrid noticing it fall breaking open to reveal that is was full of gold and silver coins.

The town's people ran through the streets and into battle as they engaged the Orcs in the fight. Even if they died they would die for a cause worth fighting for. As citizens of Dale determined to protect their home no matter what.

* * *

On the battlefield, Thorin defeating an orc called out to Dain, who was not far away. "Dain!"

"Thorin!" Dain called as he moved over "Hold on! I'm coming!"

They continued to kill orcs, all the while getting closer to each other.

"Hey cousin, what took you so long?!" Dain asked as they managed to share a hug. "There's too many of these buggars, Thorin. I hope you've got a plan."

Thorin looked up and noticed the hilltop on which Azog's wooden machines were on with Azong himself signalling orders "Aye - We're going to take out their leader!"

"Azog..." Dain said in realisation

Thorin strided forward as he mounted one of the large goats. "I'm gonna kill that piece of filth!"

"Thorin you cannot do this! You are our king!" Dain said trying to reason his mission would be suicide.

"That is why I must do it." Thorin responded

"Then how do you plan to fight your way singlehandely to Ravenhill

Suddenly Ballin arrived with Dwalin, Fili and Kili on a chariot of goats ready to help Thorin out "It's been awhile since I've done this."

"To Ravenhill!" Thorin ordered as he rode off.

"Hold tight lads!" Balin called as he rode the chariot off toward Azog's hill, smashing through the Orc armies along the way.

"You old mad bastards I like it" Dain said as he watched them ride off "May Durin save you all."

* * *

Thorin led his way through the Orc's cutting them down one by one as the chariot also smashed it's way through with Dwalin using an arrow mechanism to fire arrows into the Orcs killing them one by one and at the tank machines destroying them. Due to the metal used they weren't as strong as regular tanks allowing them to be easily destroyed.

Azog noticing this ordered his forces to move further as a group of Trolls ran forward in an attempt to bring them down.

"Watch out!" Kili yelled as Balin rode the chariot over a hill causing the spiked wheels to hit the Troll's cutting their heads off and killing them instantly.

"Eyes front lads!" Balin called as another Troll with blades for arms made it's way to attack with Balin managing to swerve the chariot away to avoid the Troll.

Riding down the hill the chariot eventually made it's way to the icy slopes with the Troll following in pursuit smahing his way through the ice.

"Bring it down! Shoot it!" Dwalin yelled

"Where?" Kili asked

"In his jambags! Dwalin responded

"It doesn't have any jambags!" Kili yelled in response.

"Look out!" Fili responded as the Troll came closer

Kili quickly fired an arrow shot into the Troll which didn't stop it's onslaught as it moved forward.

Suddenly Bofur called up from the hill still riding the blind Troll "Hold on lads I'm coming!"

Controlling the Troll he managed to slam his Troll's maces into the other Troll which pulled him down onto the ice as they continued to duel as the Dwarves cheered for him to take it down as he then managed to stab it again causing both Trolls to fall down with his Troll having also been killed as he then fell off the Troll's corpse onto the ground.

The chariot moved forward as another Troll carrying a bridge filled with Orcs who were falling from it blocked their way as Dwalin fired into the Troll using the arrow mechanism eventually killing it as they rode over it's corpse.

Suddenly Wargs began riding their way through from the hills.

"Wargs!" Kili called out as the Wargs began to jump on some of the goats killing them as Dwalin continued to fire on the Orcs who were riding them

"Hold tight lads!" Balin called as he swerved the chariot around while Kili and Fili killed the Orcs and Wargs attacking them with one Warg slipping and being crished against the chariot's wheel and the cliffside, crushing and killing it.

"There's more coming!" Dwalin called

Kili looked back as he saw the Wargs continuing to ride after them.

"We're holidng too much weight. We'll never make it" Dwalin said as he looked at Balin

"Cut the tracers" Balin ordered "Ride them to Ravenhill."

"No Balin" Dwalin pleaded

"My goat riding days are over" Balin said as Dwalin held his hand thinking this was goodbye "Durin be with you brother."

Complying with the order Kili and Fili jumped onto two goats which separated from the chariot as it continued to ride forward decapitating an Orc which had fallen off it's Warg as Dwalin eventually separated following the two as they then rode off to follow Thorin.

Now alone Balin continued to work the arrow firing mechanism on the Wargs "I am too old for this"

Riding forward Kili noticed Thorin riding atop the wall

"Onward" Thorin yelled

"Lead on!" Dwalin replied as they rode up the hill to join Thorin who continued to kill Orcs along the way.

Back in Dale Alfrid, still wearing a woman's outfit and clutching the gold he found to his chest, was weaving through the city, dodging orcs. As he backed toward a wall, a Troll suddenly climbed over it and roared at him. Screaming as it raised its club to kill him, suddenly from behind him, Bard managed to shoot and arrow and kill the Troll. Alfrid quickly ended up falling over, the money falling out of his dress, as he tried to gather it up

"Get up!" Bard ordered

"Get away from me! I don't take orders from you! People trusted you. They listened to you. The master's mantle was there for the taking. And you threw it all away - for what?" Alfrid asked

Bard turned and looked back. Alfrid followed his gaze to see Bard's children and Jarvis in a doorway, staring at him his dress being full of coins.

"They say all the glitters is not gold Mr. Lickspittle." Jarvis said as Alfrid glared at him "Oh and if you're planning on changing your fashion sense that colour doesn't match your eyes. I suggest a different wardrobe. More light in colour."

Grumbling Alfrid turned and stomped away.

Before he could leave however Bard called out to him "Alfrid - your slip is showing."

Alfrid adjusted his dress as he then rushed away.

"Well that's the end of that." Jarvis said as he watched the greedy man run off to who knows where.

In the city a Troll was marching it's way through the crowd knocking them aside and killing them as Gandalf suddenly appeared to face it.

Gandalf raised his staff as he tried enchanting a spell to take down the Troll. The spell as per Radaghast's warning didn't work as the Troll only roared in response. Trying to fiddle with the top and fix Gandalf moved out of the way as the Troll attempted to crush him with it's mace as he kept avoiding it trying to fix his staff.

As people were running through the city Alfrid having hid inside a catapault stuck his head out to see the commotion all the while trying to avoid being killed. As Gandalf continued to avoid being attack the Troll noticed Alfrid as he screamed with one coin suddenly falling from his dress. He failed to catch it as it spun around and landed flat on the catapault mechanism.

Raising it's mace to kill Gandalf both the Troll and Gandalf as Alfrid was suddenly launched into the Troll's mouth. Struggling inside the Troll and Alfrid both suffficated killing them both as the Troll's corpse fell over the coins from Alfrid's dress falling out.

Gandalf looked over as he watched human spearmen and archers kill a massive troll. "We may yet survive this."

"GANDALF!" Bilbo said

Gandalf quickly killed an orc as he then hurried over to where Bilbo was standing at the wall and watching Thorin, Dwalin, Fili, and Kili ride up a spur of the mountain to where Azog was

"It's Thorin!" Bilbo said as he watched them move.

"And Fili, Kili...and Dwalin. He's taking his best warriors!" Gandalf said understanding his plan.

"To do what?" Bilbo asked

"To cut the head off the snake." Gandalf answered

"Your metaphor doesn't just apply to Azog I'm afraid Gandalf." Peggy said as she rode up to them.

"What do you mean?" Bilbo asked

"She means we still have the Red Skull to deal with." Gandalf said agreeing with Peggy's point.

"And he's still nowhere to be seen. And that worries me." Peggy said.

Atop the hill, Azog suddenly heard the sound of goat hooves, snarling as he saw who was coming. Thorin and Co. eventually manage to reach some ruins on top of the hill, killing orcs along the way; the river between them and where Azog is still being frozen.

Azog moved away as he suddenly heard a noise and saw the Red Skull's blimp come out of the clouds and towards Ravenhill as he saw him standing atop it.

"Looks like your attempts to break the King have failed." The Red Skull said noticing what was happening.

Walking over to the machine he would use to bring more of Asgard's forces he took it from the top of the blimp as he flew down to the ground to join Azog.

"We had them driven back! Give me more time and I shall break him!" Azog said trying to keep composure.

"And you shall do so if you wish. If you can look after this machine." The Red Skull said as he placed the machine near Azog's tower and activated it. "The forces of Asgard are plenty and if they cut off more of our force..."

Azog looked at him feeling he knew the answer.

"Well you know the answer already." The Red Skull said as he looked down from the tower wondering when Peggy would make her move. "I suggest finding cover. The element of surprise can still be on our side."

* * *

As the other army was beginning to approach Legolas and Tauriel were now arriving back in Dale together on a horse, charging through the streets and killing orcs on their way. Eventually they came to where Gandalf was standing.

"Gandalf!" Legolas called

"Legolas... Legolas Greenleaf!" Gandalf said in recognition

"There is a second army! Bolg leads a force of Gundabad orcs. They are almost upon us!" Legolas revealed

"And I assume Schmidt is with them?" Peggy asked as Legolas nodded.

Suddenly Gandalf gazed further at the hill as he saw the Red Skull's blimp come further into view through the clouds as his armies had now fully made their way to Ravenhill ready to strike.

"Gundabad…This was their plan all along. Azog engages our forces, then Bolg seeps in from the north." Gandalf said realising their plan.

"And Schmidt will no doubt take whatever glory he can muster so he can rule over what's left." Peggy said as she suddenly saw the blimp. "Oh blimey. He's going all out."

Gandalf looked at Peggy noticing her worried tone which didn't sit well with him.

Bilbo hearing Gandalf's words decided to see if he could help "Wha...the north...where is the north, exactly?!"

"Ravenhill." Gandalf answered as he turned and strided over to the parapets to look at the hill where Thorin went.

"Ravenhill…Thorin is up there! And Fili and Kili - they're all up there!" Bilbo said realising what was going on.

At the sound of Kili's name, however Tauriel felt alarmed. Together, they all began to look out toward the top of Ravenhill, which was shrouded in mist.

* * *

Thorin and Co. meanwhile were still fighting in the ruins across the frozen river from Azog's stronghold. Having defeated all the enemies at present, they looked out across the river at the ruins in which Azog was last seen; his wooden signalling machines being visible through the mist along with the Red Skull's machine to call the forces of Asgard.

"Where is he?" Thorin asked feeling worried that his enemy was nowhere to be seen.

"Looks empty. I think Azog has fled!" Kili said in surprise.

"I don't think so...Fili, take your brother. Scout out the towers. Keep low and out of sight. If you see something; report back, do not engage - do you understand?!" Thorin ordered

"We have company; Goblin mercenaries. No more than a hundred." Dwalin said as they looked back the way they came to see goblins running over the ruins toward them.

"We'll take care of them. Go! Go!" Thorin ordered signalling them to leave.

"Come on!" Dwalin yelled

As Fili and Kili ran towards the river, Thorin and Dwalin prepared to meet the goblins rushing toward them. As they fought them off however suddenly Asgardian Fenris wolves emerged to attack them.

"Wargs!" Dwalin called out.

"No. They look to be some kind of wolf." Thorin corrected as he cut the beasts down.

Suddenly before anything else could be said Laufey and his Frost Giants emerged

"What in Durin's name?!" Dwalin asked in shock.

Thorin looked over as he suddenly noticed the Red Skull's machine. "Someone else has entered the battlefield."

* * *

In a moment of peace, Thranduil walked slowly through the city, seeing the fallen bodies on the ground, many of which of were his own elves. His commander suddenly came running up.

"Recall your company." Thranduil ordered as the commander blowed a horn in response.

Gandalf suddenly came running up hoping he could help. "My lord, dispatch this force to Ravenhill! The dwarves are about to be overrun. Thorin must be warned."

"By all means, warn him. I have spent enough Elvish blood in defense of this accursed land - No more!" Thranduil said as he walked away haughtily and angrily.

"Thranduil?!" Gandalf called out trying to bring him back.

"I'll go!" Bilbo said

"Don't be ridiculous! You'll never make it!" Gandalf said dismissing him.

"Why not?" Bilbo asked

"Cause they will see you coming and kill you!" Gandalf answered

"No, they won't." Bilbo said

Gandalf looked at Bilbo peculiarly wondering what his plan was.

"They won't see me." Bilbo said trying to convince him.

"It's out of the question - I won't allow it!" Gandalf ordered

"I'm not asking you to allow it, Gandalf." Bilbo replied giving him a smile.

Suddenly Peggy rode up with Dugan, Falsworth, Morita, Jones and Sousa behind her. "I'll keep an eye on him."

"We have a fight to finish" Dugan said cocking his gun ready for action.

"We came to this place to help the Dwarves regain their homeland. We're going to finish the mission." Sousa said

Gandalf ultimately said nothing as he gave nod Bilbo a nod and then Peggy and Sousa as Bilbo strided away. Turning a corner, he pressed into an alcove and pulled out his ring. He looked at it for a few moments, as he then put it on. Invisibly, he began running through the city, seeing the remaining battles. In his ring-enhanced vision, the elves appeared to be beings of white light, while the orcs were like solid shadows.

Before Peggy and her team could ride off Howard suddenly arrived "Peg! Wait!"

Peggy looked back as she noticed Howard with barely any scratches "How did you avoid all the carnage?"

"Not important. What is important is you taking down Schmidt." Howard said as he gave her some Nitramene and then the Jitterbug "Oh and here's the Jitterbug."

"Not that bloody thing again" Peggy said with a moan. "Prepare the timed sequence. I'm sure you know exactly which codes are which compared to Mr. Jarvis?"

"Believe me I analyse all measurements. They're half the codes for the security systems in my houses." Howard replied as he set it up.

"I'm sure you do." Peggy said as she rolled her eyes.

"Okay there we go." Howard said as he handed the device to Dugan while handing the Nitramene in bags to Sousa as he carefully took them "Good luck."

Peggy gave a smile as they shared a hug "You too."

"What will I tell Jarvis?" Howard asked

"Tell him I'm taking an extended walk through the snow." Peggy answered "And while I didn't exactly prepare for winter. I'm more than ready for a fight."

Howard and Gandalf gave them a look as they rode off to Ravenhill. Howard then looked at Gandalf noticing the length of his beard "So. How do you shave that thing?"

Gandalf gave him a look as he walked away from him as Howard shrugged his shoulders and headed back into the city with him to safety.

* * *

As Thranduil and his elves marched through the city, killing orcs, they stopped abruptly upon seeing Tauriel standing in the middle of the lane ahead of them, looking resolute.

"You will go no further." Tauriel ordered as she continued "You will not turn away - not this time!"

"Get out of my way!" Thranduil ordered

"The dwarves will be slaughtered!" Tauriel said pleading with him.

"Yes, they will die. Today, tomorrow, one year hence, a hundred years from now - what does it matter? They are mortal." Thranduil said as he slowly approached Tauriel.

Suddenly, Tauriel whipped out her bow and nocked an arrow, pointing it at Thranduil. "You think your life is worth more than theirs, while there is no love in it? There is no love in you!"

Thranduil looked at her angrily for a moment; suddenly, he whipped out his sword and sliced Tauriel's bow in half. As she dropped it in shock, Thranduil lifted the point of his sword to her neck as he began to speak angrily. "What do you know of love?! Nothing! What you feel for that dwarf is not real! You think it is love?! Are you ready to die for it?"

Suddenly, another sword, Orcrist, was laid atop Thranduil's the owner still being Legolas as he pushed Thranduil's sword away. "If you harm her, you will have to kill me."

As Thranduil stared at him in shock and anger, Legolas turned to Tauriel. "I will go with you."

They quickly hurred away together. Thranduil was left alone to think about his actions as he remembered Peggy's words to him before she left.

 _"_ _Loyalty. Honour. A willing heart. And the love of your son. Tell me. Which one would she have you value more?"_

Gandalf was standing by having seen this exchange with sadness and empathy. Thranduil didn't even give him a glance as he heard Peggy's words repeated in his head. He finally began to realise that she was right. His son was more important. But allowing him to be his own man capable of making his own decisions. Was even more important.

Meanwhile on the battlefield Bofur was continuing his fight as he found himself knocked to the ground by an Orc. Before he could be killed however Bifur suddenly ran towards the Orc, the axe in his head being stuck inside the Orc's head. The two struggled for a moment as Bofur and Bombur went to help Bifur out by pulling at him as they eventually managed to push him forward to the cliffside as he hung over the Orc's head still embedded in his axe as Bombur hopped over them and pulled on the Orc and pulled him off and dropped onto the ground below.

Bofur pulling Bifur back ended up on the ground as he noticed something was different "By Durin! You've lost your axe!"

Bifur was surprised as he felt the empty spot in his head.

"No he's not!" Bombur said speaking for the first time as he ran back with the axe in his hand as he handed it too him. "Here you go cousin!"

Bifur took it back and looked at it for a moment as he too finally spoke an English sentence for the first time since the axe was stuck in his head "You know where you can stick that!" Bifur then tossed it aside as he got up to continue the fight.

* * *

Invisibly, Bilbo was hurrying across bridges toward Ravenhill.

Fili and Kili meanwhile were creeping quietly through the ruins below Azog's signalling station and the Red Skull's machine. They suddenly heard a noise.

"Stay here. Search the lower levels. I've got this." Fili said as he moved forward.

* * *

Having defeated the goblins, and the wolves the Frost Giants suddenly fled as leaving the two Dwarves surprised.

Thorin looked anxiously out over the frozen river wondering where Azog was.

"Where is that orc filth?" Dwalin asked not liking this silence.

Bilbo suddenly appeared out of thin air behind him, panting. "Thorin…"

"Bilbo!" Thorin said happy to see him.

"You have to leave here! Now! Azog has another army attacking from the north. This watchtower will be completely surrounded. There'll be no way out." Biblo said as he caught his breath.

Suddenly Peggy and her forces arrived "The Red Skull is among that force and he's brought his own army to boot. He will not rest until he overruns this place and annihilates you all. I would suggest scattering"

"We are so close! That orc scum is in there. I say we push on." Dwalin said not wanting to give up.

"No! She's right! That's what he wants. He wants to draw us in." Throin said as he suddenly appeared to have understood something alarming. "This is a trap!"

* * *

In the ruins, Fili could hear a sound in front of him and turned around, only to see lights coming up the hallway from behind him too; he too was trapped.

The Frost Giants suddenly cornered him as Laufey walked towards him "Pathetic Dwarves. All the same whether they be Asgardian or not."

Laufey grabbed the Dwarf as he threw him to a waiting Azog.

* * *

Thorin turned as he began speaking to Dwalin. "Find Fili and Kili! Call them back!"

"Thorin, are you sure about this?" Dwalin asked

"Do it. We live to fight another day." Thorin said

"I'm afraid retreat isn't an option. Schmidt is here for blood whether we like it or not and Azog is the same I imagine. This will either have to end today or never." Peggy said

"What do you mean Peg?" Dugan asked

"It's like what Colonel Phillips said about Schmidt before. We need to lit a fire on his and Azog's arses". Peggy answered.

As they turned to leave, they could hear a drum sound from Ravenhill. Looking back at the tower, they noticed a light appear.

Atop the tower, Azog appeared, dragging a bloodied Fili behind him. "This one dies first. Then the brother. Then you, Oakenshield. You will die last.

"No! RUN!" Fili yelled

Thorin, Dwalin, and Bilbo look on in shock as Azog lifted Fili by the neck, as he prepared to stab him through the chest with his arm-blade. "Here ends your filthy bloodline!"

"Not if I have anything to say about it!" Peggy called as she fired a shotgun blast at one of Azog's soldiers killing him as she quickly dispatched them causing confusion as Azog continued to hold onto Fili "Kill her!"

Suddenly the Frost Giants emerged again as they ran towards the Dwarves and Peggy's forces along with Asgardian Trolls and Fenris Wolves. Slightly taken aback the Commandos and Sousa wasted no time in fighting back.

Looking over Peggy noticed the Skull finally appearing behind Azog decked out in his armour.

The Skull gave a sly smile as he looked down upon her "You never give up do you!"

"Nope." Peggy replied as she wasted no time in firing upon him the bullets doing no good.

"Your attempts are amusing. But pitiful." The Skull said as he fired a blast at her knocking her down.

Fili managed to move from Azog's grasp as he tried to fight the Orc as he quickly knocked his sword out of his hand.

With Peggy distracted and the Dwarves and Commandos now fighting and Fili still being unable to put up a fight due to being weakened Azog was given his chance to stab Fili through the chest with his arm blade, killing him and shocking everyone as they stopped fighting for a moment.

Azog feeling satisfied dropped Fili, as he fell to the ground from the tower, lifeless. He ended up falling past Kili, who had been watching from a doorway below. Kili, seeing his dead brother on the ground, furiously rushed up the tower steps toward Azog.

"KILI!" Thorin yelled as he began running across the frozen river.

"Thorin!" Dwalin called as he ran after him "Thorin...No."

Kili continued rushing up the steps, killing orcs in his way. As Thorin began to clamber up the ruins, Azog suddenly rushed out of a tunnel and attacked him. They began to fight on the snowy mountainside, Thorin with his sword and Azog with his arm-blade and a mace.

Bilbo, still on the other side of the river, suddenly could hear a noise as he then ducked the werebats and planes flying out of the fog. His sword began to glow blue, as he looked back to see Bolg and his forces climbing over the ruins. Seeing Bilbo, the orcs began to charge at him. Just before they reach him, Dwalin then charged up and began fighting the orcs singlehandedly.

"Slay them all!" Bolg ordered

Peggy got up as she prepared to face the Skull down as he flew off towards his blimp. Peggy turned to Sousa and Dugan "Help Dwalin with the Orcs and whatever the hell those giant blue things are. I'll take care of Schmidt."

Dugan gave Peggy a respectful nod as he signalled his men to head off and continue the fight. Now alone Sousa looked at Peggy as they gave one final look of goodbye.

"You know as your superior I shouldn't be allowing you permission for this mission. It's suicide." Sousa said

"I'm not asking for your permission Chief." Peggy said giving a smile "Plus. I do remember when some other handsome fellow who recently was willing to give his life in the name of his friends and country bravely tried to stop a portal from consuming everything around us?"

"Well he was kind of a brash and foolish idiot in that moment." Sousa said sheepishly

"You forgot brave" Peggy said as she gave him a kiss. They held it for a few moments before breaking away "Try to come back alive."

"Only if you do." Sousa replied.

"I can't make any promises." Peggy answered

"Well then neither can I." Sousa replied

The two then broke away as Sousa rejoined the fight while Peggy moved up the hill to where the Skull was nearby standing atop his blimp.

Tauriel and Legolas paused on their way to Ravenhill as they noticed the Werebats and plane bombers massing.

"No…" Tauriel breathed

The werebats flew down to the main battlefields, swooping through ranks of soldiers and causing mayhem the plane bombers setting off bombs and killing Dwarves and Orcs alike. Legolas quickly thinkng leapt to grab the leg of a passing Werebat, as it carried him away.

Tauriel noticed Kili fighting several orcs on the ruins. "Kili..."

Azog and Thorin were continuing their duel. Thorin eventually managed to knock Azog down, causing Azog to slide down a slippery slope; before Thorin could chase after him, other orcs arrivde leaving him forced to fight them. In the courtyard, Bilbo was throwing rocks at orcs as Dwalin continued to fight.

Dugan looked over at Falsworth "Falsworth! Set Stark's device for activation."

Falsworth quickly activated the Jitterbug as he ran away from it "Clear the way chaps!"

Suddenly the Jitterbug activated sending a concussive blast towards the remaining Orcs and Asgardian forces.

Dwalin looked slightly befuddled "Well we could have used that earlier."

Before Dugan could give a remark Laufey and some of his remaining Frost Giants appeared having avoided the blast.

"Hello ugly" Dugan said as he kept his gun on the Asgardian creature.

"I'm impressed you've made it this far. But now you will die." Laufey said as he moved to kill Dugan as Morita, Falsworth and Jones fired on him before knocking them aside as he created an ice blade arm similar to Azog's. Before he could go in for the blow however Dwalin blocked his attack as he engaged him in combat.

Morita got up as he tried to help Falsworth "Come on Falsworth..."

Suddenly Morita was pinned down by an icicle in embedded in his leg as he moved towards the Frost Giant who fired on him as he continued to shoot it all the while the Giant flew icicle projectiles at him stabbing him in the chest.

"Come on you Frosty son of a bitch." Morita said trying to goad the Asgardian creature even though he was barely hanging on himself.

Finally the Giant fired one more icicle shard as he fell forward struggling to keep on. Before could be finished off however Falsworth threw a grenade where the Giant was standing as it exploded, killing the Giant and causing the cliffside he was standing on to collapse.

Moving over to Morita's dying body the three surviving Commandos craddled their friend as Falsworth tried to plead with him not to go "Come on mate. You've survived worse."

"Nah. Not this time." Morita said "I'm a Commando. We fight till our last breath." Morita then looked over at Dugan "Hey Dugan. Tell my kids I love them will ya?"

Dugan nodded as Morita sighed his last breath and died. The three Commandos closed their eyes in sadness remembering their comrades in arms who gave their lives during this battle.

Quickly getting up Dugan cocked his shotgun "You heard him. We fight till our last breath."

Kili meanwhile was continuing to fighthis way up the ruins. Tauriel, looking for him, encountered and killed several orcs along. Meanwhile, the werebat was still carrying Legolas in the air as he used his swords so slice through armies and armies of Orcs.

Eventually Peggy managed to make it to the cliffside where Red Skull was waiting for her, his blimp still staying in the air being driven by an Orc.

"Good afternoon Ms. Carter. I suspected you would be here. Helping the rabble continue to regain what was lost. Even though their mission will be futile. Our long awaited reunion has come at last" The Red Skull proclaimed

"I'm glad I gave you something to look forward too. Even though I can count on my hand the times we met face to face during the war which wasn't many I'm sorry to say." Peggy said trying to goad him.

The Red Skull snarled as he continued to walk towards her. "Worry not Miss Carter. I shall make this quick."

"So will I." Peggy replied as she moved to engage the Skull in battle as they clashed their swords.

As Bilbo continued throwing rocks, Bolg suddenly ran out from another direction and smacked Bilbo in the head with the handle of his mace, knocking him out cold. As the werebat continued to carry Legolas over a stone tower, he ends up shooting it through the neck, killing it and forcing it to release him as he dropped gracefully on top of the tower. Azog, recovered suddenly charged at Thorin and knocked him onto the surface of the frozen river.

"Go in for the kill!" Azog yelled to his orcs, many of which were run out on to the ice to attack Thorin. Finish him!

Thorin looked around rapidly as many orcs continued to run toward him; suddenly, the orcs began falling over with arrows stuck in them. Legolas was shooting the orcs attacking Thorin from the top of the tower. Thorin, with his broken sword, continued to take on the remaining orcs.

Tauriel, in a moment of peace after dispatching her opponent, called out to Kili in an attempt to find him. "KILI!"

Kili could hear her, but he was too busy fighting two orcs at once to respond.

"KILI!" Tauriel called

"TAURIEL!" Kili replied back

"Kili…" Tauriel breathed happy to see him.

Suddenly, Bolg jumped out of a tunnel and kicked Tauriel into a rock, his newfound ferocious strength surprising her. "NO!"

Seeing this, Kili angrily defeated his opponents as he began making his way toward her. Tauriel eventually managed to slip out from Bolg's grasp and began to attack him with her knife.

Bolg using his strength manages to grab both her arms and twists them, causing her to shriek in pain and almost breaking them; he then smashed his fist down on her head, felling her.

On the cliffside Peggy was continuing to fight the Skull as they clashed their swords back and forth with each avoiding their attacks.

"You are quite the swordswoman." The Red Skull said as Peggy engaged another attack "Impressive. Most impressive."

"Believe me if you want me to give you a bigger challenge I can just as easily." Peggy threatened

"So can I." The Red Skull said deviously as he quickly disarmed her and created a blast from the Norn Stone which was embedded in his chest plate of his armour as he blasted her down. He continued to harness the power of the Stone as he fired his attacks on Peggy. "I have become a God Miss Carter! A King among men! You have nothing to use against me!"

"Well too bad the Gods don't know you like I do Schmidt." Peggy replied as she grabbed her sword and deflected his attacks. She then picked up a nearby shield that was from a dead Orc as she used it to block the blasts that kept coming from Schmidt as he continued to relay blast after blast against her.

Thorin meanwhile was continuing to fight the orcs while Legolas helped him. Kili rushed over desperately as he heard Tauriel's groans. Bolg raised Tauriel up by the throat; she managed to kick him in the knee, causing him to fall. He then grabbed her and threw her body against a wall. As she laid stunned on the ground, he raised his mace for the kill.

Suddenly, Kili leapt from a parapet onto him. They began to fight, as Kili managed to slash him, but Bolg unaffected grabbed Kili by the head and raised the pointed base of his mace to stab him through the chest.

Just before he could do so however Tauriel began to shout and jump on Bolg from behind. "No!"

Bolg managed to throw her down again, leaving her to do nothing as Bolg raised his mace and prepared to plunge it through Kili's chest. Before he could so however he found himself shot in the chest as the bullet didn't effect him due to his newfound strength as Sousa ran towards being held back by his crutch and artificial leg which Bolg wasted no time in smashing into causing it to fall apart and him to slip to the ground. He moved forward as he used the cruch to smack Bolg in the face making him step back a bit. He then prepared to kill Sousa as Kili suddenly came up behind Bolg and tried to pull him back as Bolg knocked him aside and plunged his mace into Kili's chest.

"No!" Tauriel shouted.

As Kili died, he and Tauriel stared into each others eyes; both of them tearing up upon as Sousa struggled to move looking upon the sight with sadness.

Bolg dropped Kili to the ground dead. Tauriel's grief turned to anger, as she leapt onto Bolg as he approached her. They were standing over the edge of a precipice, as Bolg tried to swing her out over the fall. Sousa used his crutch to try and stand up but found himself struggling to keep up.

Tauriel managed to hold on to Bolg and kick off a stone, launching them both over the edge.

Legolas, on top of the tower, suddenly could feel the tower shaking. He looked down to see a troll smashing away at the tower's base. Hearing Tauriel's grunts, he looked out to see her rolling with Bolg down the mountainside. She eventually landed on a broken staircase, gasping in pain. Meanwhile, Bolg had landed near her; he rose and prepared to kill her. Legolas, seeing this, reached back for an arrow, only to find that he had run out. He angrily threw down his bow and pulled out Orcrist. Leaping off the top of the tower he ended up plummeting down holding his sword out; he managed to stab the troll in the head, as it hobbled around in pain. Twisting the sword, he managed to get the troll to charge forward, smashing head first into the already-weakened base of the tower.

Bolg looked up to see the tower fall over and make a bridge over the chasm in between Legolas and Bolg. As Tauriel laid unconscious, Bolg and Legolas began to charge at each other over the makeshift bridge as they began to fight. As they fought, Bolg swung his heavy mace at Legolas who narrowly avoided the attack causing him to miss, and hit the floor causing it to crumble and fall into the chasm.

Up above where Kili was dead Sousa looked to him with regret over having not been able to save him. He then noticed Azog's tower where the Skull's machine remained. So long as it was active more armies of monsters would come through. If they didn't stop it now they wouldn't be able to win the fight.

Sousa thought back one final time to his conversation with Peggy as he closed his eyes knowing what he had to do.

 _"Try to come back alive."_

 _"Only if you do."_

 _"I can't make any promises."_

 _"Well then neither can I."_

"I'm sorry Peggy" Sousa said as he grabbed his crutch and headed back to where Dwalin and the Commandos were fighting.

Meanwhile, as Thorin managed to stab an orc in the knee; another orc rushed up and smashed into him, causing him to slide across the ice all the way to the edge of the waterfall, directly over Legolas and Bolg. Bolg managed to knock Legolas over, but as he raised his mace, Thorin managed to knock an orc over the edge of the waterfall as it landed on the bridge behind Bolg, breaking through the stones and causing him to fall under a pile of rubble. Another orc approached Thorin, who was lying on his back, partially hanging over the edge of the waterfall, defenseless. As it raised its sword, Legolas managed to throw Orcrist into the orc's chest, killing it. As it fell over the edge, Thorin managed to reach out and grab the sword, saving it from going over.

As Legolas was watching Thorin, Bolg suddenly leapt out of the rubble and swung at Legolas, as Legolas dodged and pulled out his two knives, fighting Bolg with them. Thorin stood up and looked in wonder at his blade having come back to him; he looked up to see Azog, alone, facing him. Thorin and Azog approached each other slowly; suddenly, a horn blew, as Azog smiled upon hearing it revealing that a hill in the distance behind him becoming covered with approaching orc help. Azog charged forward and swung a large rock attached to a chain at Thorin, who ducked under it. As Azog was unbalanced by the swing, Thorin managed to get behind him and slash him. Azog angrily swung the rock at him again, and as Thorin dodged, the rock smashed into the ice, cracking it.

Back with the fight with the Orcs and Giants and Asgardian forces Sousa arrived holding his crutch and gasping for breath.

"You look like you've been through hell and back mate" Falsworth said noticing Sousa's state

"Kili is dead." Sousa answered sadly.

Dwalin having fought off Laufey who escaped looked back upon hearing this as he finished an Orc he was facing off "No."

Sousa nodded as everyone bowed their heads in sadness. Sousa then looked over at Red Skull's machine "That machine that Schmidt has. It's what's bringing those giants whatever they are all these beings who aren't Orcs to here. We need to take it out." Sousa then looked over at the bag of Nitramene that had been kept safe somewhere "Dugan give me the Nitramene."

Dugan nodded as he picked up the bag and gave the bombs to Sousa.

Dwalin however moved over him "What are you doing lad?! It's suicide! You'll never make it with your leg."

"I almost gave my life when I lost that first leg to an explosion Dwalin. Worst case scenario is I'll lose the other one" Sousa jokingly replied.

"The lass won't like this." Dwalin said referring to Peggy.

"Believe me I know. But if good men then do nothing then it is the only necessary way for evil to triumph. And I'm quite done with evil kicking our collective asses honestly." Sousa said as he prepared to leave "Dwalin. Can I ask for one thing?"

"What?" Dwalin asked

"Cover." Sousa replied as he gripped the bag and his crutch and moved forward to Azog's tower as Dwalin and the three Commandos continued to fight off the forces that were attacking them allowing Sousa the cover he needed to get there.

Meanwhile, Bolg was throwing a huge stone at Legolas, as it smashed the bridge beneath him. In an amazing and inhuman feat of agility, Legolas managed to run up falling rocks and leep at Bolg. As they continued to fight, Legolas managed to stab at Bolg, but Bolg grabbed the knife between his arm and armor, just like in their encounter in Laketown. This time, though, Legolas smiled and use the knife as leverage to swing atop Bolg's shoulder; he prepared to stab Bolg through the top of the head, and kill him but Bolg used his newfound strength to grab the Elf off of him as Legolas endded up back onto land as the bridge suddenly fell to the ground, carrying Bolg with it as he suddenly caught onto a bat as he flew away from Legolas. Legolas began to look for Tauriel, not finding time to be angered at the loss of his enemy "Tauriel!"

Meanwhile on the cliffside Peggy and the Skull continued to fight as Peggy engaged him up close. "I can do this all day you know?"

The Skull became angered as he remembered Rogers saying those same words to him in their final encounter as he pushed back against her.

Peggy momentarilly became distracted as she saw Sousa heading up towards the tower where the machine was "Daniel..."

The Skull noticing this seized the opportunity to fire a shot at Sousa from far away causing him to fall over an edge and seemingly killing him. "You seem to draw the best of them Miss Carter and yet they always end up leaving you. How tragic for one so beautiful as you."

Peggy angrily leapt on the Skull as he flew into the air with her on him as they both landed on the Skull's blimp. The two engaged in combat as a storm suddenly raged with lightning beginning to emerge coming from the clouds and also the portal. The Skull became excited as he realised what was happening "The Gods... They are here."

"How many people have you bloody well pissed off exactly?" Peggy asked not sure what he was talking about.

"I saw it in my visions Miss Carter! The Gods are communicating. And one day they will successfully make contact. I see armies of alien beings hovering through the skies of New York. Unleashing hell ten times the worth of this battle! And a lone God was leading the charge. If we can even understand a glimpse of their power now. We can be prepared for their wrath and we can be spared. We can become better then them." The Red Skull proclaimed. "With this power the Gods shall know my name."

"They'll know that you're a loony." Peggy sarcastically replied.

The Red Skull moved to attacked Peggy as he suddenly found himself being struck by lightning and knocked to the ground of his blimp which was also struck as it suddenly swerved out of control.

As Thorin and Azog continued to fight, the ice continued to crack. They both paused for a second, as then Azog swung again. This time, the ice actually began to break apart beneath them. As Thorin stumbled over an edge of the ice, Azog managed to knock his legs out from under him with the chain. As Azog began to swing again, Thorin managed to roll away. He then went to leap behind Azog, who was off balance, and slashed him again. Azog angrily began to swing the rock and chain at Thorin, missing as the rock then became stuck in the ice, leaving Azog forced to slash at Thorin with his bladed arm. Suddenly, Azog looked into the sky behind Thorin in shock.

The Red Skull noticed it too as Peggy smiled as she saw what was coming "Impossible."

"Don't underestimate America's symbol." Peggy said referring to the Eagles.

Everyone looked to see the Eagles, with Radagast riding their leader, swooping by. They sailed through the ranks of the oncoming orc reinforcements from Gundabad, decimating them. Beorn, riding atop one of the Eagles, quickly threw himself off it and transformed into a bear as he fell to the ground, landing in full massive bear form right in the middle of the orcs. He quickly began to smash through them.

Bolg flying by jumped off and landed on the ground as he ran to engage Beorn in battle. Both began to restle each other being equally matched due to Bolg's strength from the Super Soldier Serum. The two fought for awhile the battle being ferocious. Despite Bolg's newfound strength however nothing could withstand Beorn as no weapon seemed to bite him with all the Orcs trying to kill him failing. He scattered the body guard who engaged him. Finally he managed to pull Bolg down and crush him, killing him as he bit into his head and tore it off ending the spawn of Azog for good.

As the Skull looked over at this display he suddenly saw something emerging from the portal as he smiled. "I have allies too Miss Carter. Plenty of them."

However the Red Skull would be proven wrong as he suddenly saw armies upon armies of female warriors emerge from the portal riding strange Pegasus like creatures as they joined the Eagles in their decimation of the Gundabad forces.

The Red Skull looked on in shock "The Valkyrie! Asgard's elite warriors!"

"Are you sure you want to take that remark back?" Peggy asked sarcastically

The Skull was about to silence her before suddenly he found himself blasted in the back by another warrior who was male and riding some kind of horse. He seemed to be a king of some kind from his style of dress while also wearing an eye patch.

"He seems mad at you" Peggy said as the Skull ran at her and they struggled as Peggy kicked him back. She went to grab the Norn Stone in his chest as he punched her and she fell through the blimp's hatch. She quickly got up and ran towards the control panel and stabbed and killed the Orc that was controlling as she began to pilot it through the air.

The Red Skull turned as he faced the man who attacked him recognising him from what he knew of the Asgardian legend and briefly seeing his face during his journey through the cosmos. "Odin."

"That I am." Odin replied "And you are the one who believes himself a god? The Red Skull?"

"Yes. With this power in my hand. With the jewel of your treasure room the Tesseract. I am more than worthy of the God's power." The Red Skull proclaimed as he prepared to face him down "I may even be stronger than you."

"You know nothing then." Odin replied as he used his staff to blast the Red Skull who blocked his attack but still found himself knocked back onto the surface of his blimp as Odin walked towards him pointing his staff "You humans are as we suspected. Weak. And unknowing of what lies ahead you. You cannot even begin to understand powers you wield that are far greater than your own. And what do you do with them? You abuse them in a vain attempt to seek relevance and respect but in reality you are only the opposite of such. You are a vain and greedy cruel man."

"And you are an old man and a weak fool!" The Red Skull yelled as he unleashed a barrage of blasts all coming from the Stone's power as Odin blocked them.

"Karnilla's power is one not to be taken lightly! If you use it too much you can lose it!" Odin tried to warn as he held him back.

"Your warnings are fortnought old man! I will...!" The Red Skull began before Peggy suddenly appeared from below the hatch door as she pulled him down. He tried to hold on to the edge as Odin walked towards him. The Skull kicked her off as she fell into the blimp's cockpit again as she struggled to move for a moment.

"You are unworthy of this power! And now I strip it from you!" Odin proclaimed as he stretched out his hand and tore the Norn Stone from the Skull's chest as it flew into his hand.

Suddenly the Skull's energies began to be pulled out of him into the Stone as all his power began to fade away as he screamed in pain. Eventually all his power faded as his armour due to heavy damage it sustained and the energy no longer keeping it afloat promptly fell apart onto the ground and off the blimp as he then fell to his knees and sighed as he began to regain his breath. "Go ahead! Kill me!"

"It is not my punishment to give. My mission was to return what you captured from Asgard back to their realms. And when this battle is over I shall do that." Odin answered "I believe also others would have words with you.

The Skull found himself being pulled through the hatch by Peggy as he fell into the cockpit with her. Odin satisfied took the Stone as he got back on his steed and continued to join the battle.

Nearby the tower Sousa having survived climbed back up the cliffside as he moved to the machine as the Orcs standing there prepared to engage him in battle armed with energy based weapons.

Meanwhile, back with Thorin and Azog's fight Thorin suddenly threw his sword down. Reaching forward, he lifted the rock at the end of the chain and tossed it to Azog, who instinctively managed to catch it. Azog looked at him in shock confused by this gesture. Thorin suddenly jumped backward, off the ice floe that they were both standing on.

Without his weight to balance it, and with Azog at the other end holding the rock, the ice floe tipped over, plunging Azog into the water below. He scrabbled at the edge in an attempt to get back up as the chain then pulled him down. Thorin panted in exhaustion allowing himself to rest thinking he had beaten his enemy.

The Eagles continued to attack the werebats, ripping them out of the air. The bomber planes were also being torn to shreads being destroyed and exploding in the air the Eagles themselves not being harmed by their explosions. Beorn continued to fight off wave after wave as Orcs climbed all over him as he managed to knock them off charging through many armies of Orcs as he ripped them in half while doing so. He eventually enaged a troll in a fight jumping on and pounding it into the ground as he tore into it and killed it as he roared in triumph over the enemy's dead body. The Valkyrie swooped in as one lone member cut down a few Orcs as Odin flew through the fight also helping out as he noticed Laufey standing alone on a tower as he flew towards him.

Laufey snarled as the King looked down before him "Odin. We meet again."

"I am disappointed Laufey. But I suppose I should have suspected this" Odin said

"Our clause did not forbid the Frost Giants from invading worlds that were even beyond your one eye All Father." Laufey reminded

"That may be true but that still does not excuse the blood that was spilled here today. Surrender now. And I shall leave whatever remains of you and your men to return to Johtunheim with your lives spared. So long as you never return to Asgard." Odin proposed.

Laufey looked back as he saw some Frost Giants come up behind him "We accept All Father. But know that one day the Frost Giants will regain their glory. And there will be nothing you can do to end it."

"So be it then." Odin said as he flew away from where Laufey was leaving him alone.

As Thorin bent down to pick up Orcrist, he noticed Azog through the ice, being pulled slowly by the current toward the frozen waterfall. Thorin slowly walked above him, as they stared at each other through the ice. Azog closed his eyes to pretend he was dead. Suddenly, he opened them, as he managed to stab Thorin through the foot, through the ice, with his blade arm. He then leapt through the ice and pinned Thorin down. As he stabbed his blade arm at Thorin, Thorin managed to stop it from piercing his chest by sliding Orcrist in one of the forks of the blade.

Azog, using gravity and his superior weight and position, slowly pushed his blade further and further, as Thorin struggled to keep it away. As they stared at each other, Thorin suddenly slid his sword out of the fork, allowing Azog's blade to stab him through the chest. As Azog smiled, Thorin raised his own sword and stabbed Azog through the heart.

From their close quarters, Azog was unable to avoid it. Thorin flipped Azog over onto his back on the ice and forced Orcrist all the way through Azog and through the ice below. With that one final move Azog finally died, with Thorin kneeling on top of him. Thorin, mortally wounded, struggled to get up.

Meanwhile inside the blimp the Skull struggled to get up being weakened by his power loss as he suddenly felt himself being stabbed through the chest by Peggy.

The Skull gave her a devious smile as he looked at her "Kill me. It does not matter. For the glory of Hydra lives on. That portal shall bring all of Asgard as you can see. Be they ally or not. This world will be overrun by monsters from a world far beyond your comprehension. Miss Carter. You think you're the only beings in the universe? You've become part of something bigger! We all have! You just don't know it!"

Peggy looked out the window side as she noticed Sousa still alive as he moved towards the machine. She gave one final sad smile as the Skull appeared confused.

"What are you smiling at?" The Skull asked in confusion.

"Your Empire about to crumble around you" Peggy answered.

Sousa moved forward as he dropped the bombs of Nitramene which were ready to explode the Orcs became confused. Sousa then thought of Peggy as he closed his eyes and accepted death "Goodbye."

The Nitramene eventually set off the blast destroying the tower and the machine and killing Sousa and the Orcs and causing what remained to collapse the portal begin to fade as it then closed completely.

Peggy looked away in sadness as she saw the destruction and another man she loved once again willingly give his life. The Skull began to chuckle despite his loss seeing her in pain over her loss was the only thing that gave him joy as she grabbed him by the neck "You know I was prepared to bring you back to America! To answer for your crimes! But now I'm feeling generous enough to give you a merciful death!"

"Go ahead" The Red Skull spat "But then you won't know what I know."

Peggy paused as she let him go "What do you know?"

"He lives" The Red Skull answered

"Who lives?" Peggy demanded "Who are you talking about before I bloody well cut your sorry head off!"

"The one you truly love. The one that got away. My mortal enemy!" The Red Skull yelled "He is alive. Far beyond your reach. One day. He will rise again. It was my goal to stop you and what you become. So that when he returned. He would have no future worth waking up too."

Peggy was confused. Did he mean Steve? That was impossible "Captain Rogers is gone. I've accepted that now."

"I wonder if you truly have?" The Red Skull asked "Spare my life. And I shall tell you where he is."

Peggy didn't respond for a few moments. She then began to walk away as the Red Skull became shocked at seeing her leave "If you kill me you'll never know the truth!"

"I'm okay with not knowing that." Peggy replied as she moved the hatch open and began to climb through it as she gave one final look back at him. "I'm not going to kill you. I'm not a murderer. Unlike you. But that doesn't mean I have to save you." Peggy then proceeded to climb up onto the roof.

"Hydra will live on! It will grow like a parasite! Inside your SHIELD!" The Red Skull yelled though Peggy couldn't hear him. "You're ignorance shall be your own undoing."

As Peggy got onto the blimp she laid out her options for an escape as an Eagle suddenly swooped in and picked her up as she got onto it and began to ride it.

Bilbo, suddenly began to wake up from unconsciousness, as he saw the Eagles overhead. "The eagles are coming…"

The Red Skull tried to steer the blimp away as it was about to crash into one of the towers. He tried to set off the nuke but for some reason the mechanism wouldn't work.

Galadriel's words suddenly replayed in his head.

 _"I see your defeat. A aerial war machine crashing into the floors of the empire it strived to build upon it's attempts of playing with fate."_

 _"Do you believe you can still tempt it?"_

Knowing it was the end the Red Skull closed his eyes seemingly accepting defeat "Hail... Hydra"

The Skull's blimp crashed into the tower causing it to explode and crash as the blimp became set on fire as it then flew closer into a mountainside as it then fully exploded the nuke being set off completely destroying it as it's remains fell from the sky into the battlefield.

Peggy flew the Eagle away as she saw the sight of the blimp crashing and falling and felt a feeling of relief "It's done." The Red Skull had been finally killed. The War was now over. For good. Steve. Barnes. Daniel. Everyone that Hydra hurt in the war had finally been avenged.

Peggy looked down as she noticed Thorin stumbling toward the edge of the frozen waterfall, looking out over the battlefield below, where the remaining orcs were being routed. Weak from his wound, he collapsed on his back.

Peggy suddenly became alarmed as she saw this "Set me down here!"

The Eagle complied as it let her down gently as she ran towards Thorin as Bilbo also came running up in surprise.

"Bilbo…" Thorin said as he saw him and then Peggy "Peggy..."

"Don't move! Don't move! Lie still!" Bilbo said as he began to examine Thorin's wound, as he then recoiled in shock. "Oh!

"I'll go back and find Mr. Jarvis while you keep him down" Peggy said to Bilbo as she moved to head away

"I'm glad you're here… Thorin said "The both of you.

"Shh." Bilbo said trying to calm him down.

"I wish to part from you both in friendship." Thorin said happily as he knew his time was up.

"Don't be a silly sod" Peggy said dismissing his words as she looked out to see if anyone was coming. "You survived the last time and you damn well will survive now."

"No. You are not going anywhere, Thorin. You're going to live." Bilbo said agreeing with Peggy and trying to dismiss such thoughts also

"I would take back my words and my deeds at the gate. You did what only a true friend would do. Forgive me...I was too blind to see. I'm so sorry that I have led you into such peril." Thorin said as he began choking up blood.

"No, no, I'm glad to have shared in all your perils, Thorin - each and every one of them. And it's far more than any Baggins deserve." Bilbo said as they both smiled at each other.

Thorin then looked to Peggy "I'm sorry for that sudden kiss. I was blind. And wanted everything I saw as valuable to be mine. In my rage I felt beauty as fair as yours should be mine forever. You would be a fitting Queen. And even more worthy leader. As you proved today."

Peggy gave a sad smile "Well I kind of lied. You weren't that bad a kisser. You're a step above Howard."

Thorin began to laugh at that as he coughed up more blood "Tell me. Why would you continue to fight despite that this home was not yours? Was it because you feared that you would not be able to return to yours? Friends of yours sacrificed their lives for me? A lowly Mountain King who was too blind to see what he had become until it was too late."

"It wasn't that. I had faith." Peggy responded remembering how she said similar words when Colonel Phillips chastised her upon the loss of men when Steve went to rescue Bucky which ultimately proved to be a success and change the tide of the war. "And you did see. Right when you needed too."

"Faith... Huh..." Thorin responded with a smile "Hope. It is good to know such small and important things are still felt by people in these dark times. They make them feel more lighter and less darker." Thorin gave her one final look of acknowledgement "Farewell Margaret Carter. May you continue to inspire others as you always have. Protect your friends. Protect your world. They're going to need you still yet for many years."

Peggy gave a sad smile and look of acknowledgement trying to fight back tears.

Thorin then looked to Bilbo "Farewell, Master Burglar. Go back to your books and your armchair. Plant your trees - watch them grow."

Thorin struggled to choke as he looked to them both. "If more people valued home above gold this world would be a merrier place."

Thorin gasped deeply, as he then began to expire. Tears began to form in Peggy's eyes as she realised this was it.

"No! No! No! No! No! No! Thorin! Oh don't you dare!" Bilbo pleaded as he tried to get him to hold on.

Alas their efforts were futile as Thorin breathed out his last and died.

"Thorin, Thorin, wake up. The eagles...the eagles...the eagles are here. Thorin...the eag…" Bilbo tried to say as Peggy put her hand on his shoulder as he looked up at her.

Bilbo began to cry in sorrow as Peggy bent down to him and shared a hug as tears began forming in her own eyes both at the loss of Thorin and of Daniel and others they had lost throughout this battle. The battle was over at long last. Now began the road home.

* * *

 **Author's Note: So here we are at the penultimate chapter. Honestly I didn't think I would ever get this far. But I appreciate all those who stuck with me throughout this journey. I'll continue to thank you more in the next chapter which I'll be posting right after this so this is probably going a be a short sign off because I can easily answer some questions there.**

 **I'm sure the big thing people are going to take away from this chapter is me killing Daniel Sousa off despite again us not knowing his fate in the canon of Agent Carter. I don't dislike Daniel I do like him and Peggy together. Some people think he could be Peggy's husband and if he is then that's cool. But the showrunners admitted early on that they would give different possibilities so that we might have to guess who Peggy would marry. And considering Daniel's history I don't think he lines up with Peggy's husband. Mostly because if Steve saved him during the war I think he would have either told her by now or she would have found out.**

 **So eventually Daniel and Peggy would have to somehow split permanently and rather than just have them not work out despite they cared and loved each other a noble sacrifice I felt worked better and if I'm going to be honest he's probably the one I'm least proud of in terms of how I developed him because he doesn't form much of a bond with the other characters compared to Jarvis and Peggy he kind of was just there. Maybe I should have left him out entirely or until later on I don't know let me know what you think.**

 **Also I'm sort of split on how I handled Red Skull. While I liked the idea and had fun using him the idea came late to me in terms of the story which really came to me as I write it because that's how I sometimes operate things anyway. Some ideas if I think of them early on I remember them and plan to use them later but by in large ideas just come to me and this is one maybe I should have thought earlier. I didn't want to make it feel like an afterthought but I'm kind of worried now thinking it was. And again whether he will return or not who knows but think of this as a slightly altered MCU canon where things will sometimes change but mostly remain the same but for my story yes the Skull is dead. If I ever add another MCU movie villain or villain from that world again to a future story I may have to plan it out better. Again feedback is appreciated.**

 **Also the Asgardian armies arriving with Odin are supposed to be the Valkyrie warriors who of course will be in Thor Ragnarok with Tessa Thompson being the one who gives Peggy the remains of Daniel's crutch in the next chapter when you read it. While the trailer doesn't reveal much we know at some point she left after a battle with Hela to go travelling through the galaxy and eventually end up in the Grandmaster's service. Since this is early in the MCU timeline I felt that it could maybe take place before that battle with Hela.**

 **Also fans of the book I'm sure would be satisfied that Beorn killed Bolg and got to fight more including that Troll fight that wasn't done and only remains as an Animatic. Even though I'm sure some would have wanted him to take on a Frost Giant. I kept the fight with Legolas to balance both out even if the stunts become sort of ridiculous after awhile with his Super Mario Bros jumping moment but in the end Beorn got the kill.**

 **Anyway moving onto the next chapter. Again this is Steve993 saying thank you. One more chapter left.**


	24. The Last Stage (Final Chapter)

**Disclaimer:** **I don't own Agent Carter which belongs to Marvel and Disney nor the Hobbit and anything related to that universe which belongs to Warner Brothers/New Line as well as the Tolkien estate. This story is strictly being done for pure fun and in no way is an attempt to profit of the properties involved**

* * *

 **Author's Note: Hey everyone. So here's the final chapter. Again I'm pretty overwhelmed but glad to finally see this journey over. To all those who have reviewed I thank you. Your reviews and feedback have meant the world to me.** **I hope you enjoy.**

* * *

Tauriel, heartbroken, placed Kili's stone in his dead hand, as Legolas watched them.

* * *

Thranduil was now walking slowly through the ruins of Ravenhill, gazing about at the carnage.

Legolas suddenly approached him. "I...cannot go back."

Legolas brushed past his father as he prepared to leave.

"Where will you go?" Thranduil asked

Legolas turned to face Thranduil."I do not know."

"Go north. Find the Dúnedain. There's a young Ranger amongst them- you should meet him. His father, Arathorn, was a good man. His son might grow to be a great one." Thranduil said giving him a mission.

"What is his name?" Legolas asked

"He's known in the wild as Strider. His true name you must discover for yourself." Thranduil answered

They gave a respectful nod at each other, as Legolas turned and walked away.

Thranduil then called after him, as Legolas paused. "Legolas... your mother loved you...more than anyone...more than life."

Legolas closed and then opened his eyes in shock and surprise. Legolas and Thranduil then made a gesture of departure to each other, as then Legolas left as Thranduil watched him leave sadly, bowing his head in grief. He then proceeded through the ruins finding Tauriel still next to Kili's body.

"They want to bury him." Tauriel said the tone of grief being felt in her voice.

"Yes…" Thranduil said understanding her pain at last.

"If this is love, I do not want it." Tauriel said as she heartbrokenly, began to plead with Thranduil. "Take it from me, please! Why does it hurt so much?"

Thranduil approached her slowly with an understanding look in his eyes. "Because it was real."

Tauriel looked up at him in shock. After thinking for a while, she kissed Kili one last time. Thranduil walked away from her as she then heard footsteps and saw Peggy standing there.

"He thought you were meant for more then this. He didn't think of you as a lowly Elf archer. He thought the world of you and only wanted what was best. If one of you survived this battle. He would be glad it was you." Peggy said as she walked towards her and sat alongside her.

Tauriel looked at Peggy with remorse "How do you deal with this? How do you deal with knowing you lost the only person you could ever love?"

Peggy paused as she put a sympathetic hand on her shoulder "I don't know. It's a question I've asked myself once before. And now I'll have to ask it again." Peggy looked out on the horizon as she thought back to her conversation with Jarvis out in the desert "There is always a cost in times of war and darkness. One that I have paid a hundred times over. And I feel I will continue to do so until I'm dead. But that doesn't mean we should forget the moments of happiness we shared with them. We shouldn't cry because things are over Tauriel. We should smile because they happened."

Tauriel said nothing as she sat there taking in Peggy's words.

Peggy sighed as she looked her in the eye "You did everything you could. You believed in him? You respected him? You loved him?"

Tauriel nodded yes to all of these questions "Since I first laid eyes on him."

"Then stop blaming yourself. Allow Kili the dignity of his choice Tauriel. He damn well must have thought you were worth it." Peggy said as she remembered she said the same thing to Steve when he lost Barnes.

"I don't know how I shall be able to walk this world alone." Tauriel said as she got up.

Peggy then placed her hands on her shoulders "You won't be alone."

Peggy gave her one last hug of goodbye "If I'm ever in the neighbourhood. I'll say hi. Do stop in for tea if you're near home would you?"

Tauriel gave a smile and a nod as Peggy turned around and departed leaving her alone.

Peggy then walked off as she met with Odin and his Valkyrie Warriors who had now rounded up Laufey and whatever remained of the Asgardian forces that The Skull had brought.

"I believe this belongs to me." Odin said referring to the Norn Stone as he held it in his hands.

"Well I'm glad to know it's in proper hands" Peggy said acknowledging it.

"You humans do not know of these powers that are beyond you. And yet you foolishly try to control them time and time again not knowing you are residing yourselves to your fate." Odin began "You will never speak of this meeting. You never saw us."

"Who are you exactly?" Peggy asked

"I am a King. Of a realm known only to you mortals as a Legend. And we shall leave it at that" Odin answered

Peggy sighed "I think I've had my fill of Kings. We're not all like Schmidt. Some of us are trying to do good. We just have to try and deal with those who are attempting to disrupt it."

"Well I hope one day to meet a human who can uphold such beliefs" Odin said as he prepared to leave and call upon Heimdall the Gatekeeper.

One of the warriors with African American skin and white face paint walked towards Peggy holding Sousa's crutch that was now broken into two pieces "We found this amongst the towers and their destruction. We figured it belonged to someone you knew."

Peggy took them as she smiled at her "Thank you."

Stepping back Odin and the Valkyrie and their prisoners vanished as a portal opened in the air sucking them into it. Peggy looked behind her as she saw Jarvis standing there with a look of relief knowing she survived.

Jarvis's look then turned to one of remorse as he saw Peggy holding the broken crutch signifying Sousa's death. The two walked over to one another as they gazed out upon the horizon.

"He gave his life." Peggy said to answer his question he no doubt had on his mind "He died with honour."

Peggy looked over as she saw Dugan and his remaining men paying respect to their fallen Commando brothers having found the bodies of Dernier, Sam Sawyer and Pinkerton to join with Morita's "Like so many have today."

"The Dwarves. The people of Dale. They all got their lives back. But at a cost." Jarvis said with regret "One that I know that you pay ten times over now."

"You're right. Only the citizens won. We lost. And I guess we'll always lose" Peggy said as she thought back over everything that had transpired as she looked to Jarvis "I'm glad you're here with me Mr. Jarvis. Here to share this moment of peace. Lord knows we deserve it."

"I am always glad to serve and share these moments with you" Jarvis said as he gave a smile and look of acknowledgement "Peggy."

Peggy was surprised as he dropped the formalities for once so she responded in kind "Edwin."

The two shook hands as they then gripped each other into a hug signifying their friendship and the road they had taken now.

* * *

Bilbo meanwhile was sitting by himself and staring off into the distance. Gandalf suddenly came to join him. They sat there, quietly, thinking. Gandalf began to clean out his pipe quite noisily, as Bilbo looked like he was about to object. After a moment's pause, they gave a nod at each other.

The remaining members of Thorin's company went to kneel beside the body of their King, paying him homage as Bilbo and Gandalf, sat and, watched with Peggy and Jarvis joining them.

In Dale, Percy was blowing on a huge horn, as all the townspeople, who had survived were gathered along the walls, staring out reverently at Erebor.

Inside the funerals of Thorin, Kili and Fili were taking place with Thorin being buried with the Arkenstone. The Dwarves, Bilbo, Peggy and Jarvis were walking by paying their respects looking solemn and crying.

Gandalf, Beorn, Radagast who had taken off his hat as a sign of respect, Howard and the remaining Commandos were standing by being silent and reserved.

Gandalf then began to give a eulogy for the fallen King "The King has come unto his own. Under Mountain. Under stone. Send him now. Unto the deep. Unto Earth. Eternal sleep. Under Mountain. Under stone."

The Dwarves bowed their heads as they repeated the words "Under Mountain. Under stone."

"Through all the lands let it be known! The King is dead!" Gandalf proclaimed to the Dwarves who were standing on the stands above watching.

Balin then raised his sword "Long live! The King!"

The Dwarves raised their weapons as they repeated the words "Long live! The King!" Peggy and Jarvis respectfully followed raising their weapons and repeating the same words. Dugan looking to his two other men as they then let out a barrage of bullets acting as a commemorative firing squad as was tradition in the army in memory of the fallen as all the other Dwarves raised their weapons while Dain now crowned the King gave a respectful bow.

* * *

Bilbo and Balin began to walk out of the gates of Erebor. Bilbo was now wearing his pack and was prepared to leave.

Balin began to try to persuade him to stay. "There is to be a great feast tonight. Songs will be song, tales will be told and Thorin Oakenshield will pass into legend."

I know that's how you must honour him, but to me he was never that - he was...to me...he was…" Bilbo said being unable to find the words, as Balin smiled fondly at him.

Peggy and Jarvis then walked out with Howard and the remaining Commandos following.

"I don't suppose you can hang on a little longer?" Balin asked turning to them.

"I told Chief Thompson before he was shot I needed to extend my vacation. I think it's gone well beyond that point." Peggy said as she began to think "Although I may need an entirely new one."

"Well, I think I'll slip quietly away. Will you tell we others I said goodbye?" Bilbo asked

"I don't suppose you could do the same for us?" Peggy asked "I don't want too rush but Howard says we're on a time crunch."

"You can tell' em yourselves." Balin said replying to both.

Bilbo looked back and smiled as he noticed the other dwarves standing behind him. He then began to speak to all of them. "If any of you ever passing Bag End, tea is at four - there's plenty of it. You are welcome anytime."

The dwarves bowed to him, as he smiled. He then began to turn away, as he suddenly then turned back. "Eh, don't bother knocking."

The dwarves chuckled, as some of them began wiping away tears.

Bilbo, after waving goodbye, walked toward Gandalf, who was waiting with his horse and a pony for Bilbo.

Peggy walked towards the Dwarves as she began to give them all a respectful goodbye "You lot are loud sometimes. Can be obnoxious sometimes. And you snore, burp and fart in your sleep." Peggy seemed to be giving off negative but harmless qualities at first as she moved further into her goodbye.

The Dwarves didn't care though as they watched her continue.

Peggy then looked back at Jarvis for a moment as she then turned to Dwarves continuing her goodbye "But you are also loyal. Honest. Caring. Strong and brave warriors. And the finest bloody well friends and bunch of men one could ask for in a fight. In life and in death. I would take all of you over the mightiest army. I mean that. And I would be proud to die amongst anyone of you. Daniel Sousa, Jim Morita, Jacques Dernier, Happy Sam Sawyer and Pinky Pinkerton. All those who died in this battle knew this as well and would do so again a hundred times over. As would I like I said. From the bottom of our hearts we thank you for taking us in our hour of need even though you did not need too. And if you ever need us. We're just a strange portal away."

The Dwarves smiled as Peggy and her friends prepared to bow before them but instead the Dwarves bowed to her leaving her surprised. They then rose to their feet as Ori handed one final piece of artwork to Peggy as it showed the entire Company standing together with Peggy, Jarvis and Sousa amongst them looking proud and ready for combat holding their weapons.

Peggy smiled as she took it and gave him a kiss on the forehead as he returned to his fellow Dwarves. Peggy then gave Balin one final hug as she walked away.

She turned to find Jarvis not there as she looked over and saw him hugging Tilda and Sigrid goodbye as Bard had arrived to see them off.

"You two have helped me through something that I didn't know I would ever move on from. When I was at my lowest you helped pick me up. And you will always hold a special place in my heart for that. Thank you." Jarvis said with tears in his eyes as he walked away from them both as the two children gave him a wave of goodbye as he gave Bard and Bain a respectful nod as he then went to join Peggy.

Peggy then walked over to Bilbo as she stuck out her hand as he shook it to signify it as a goodbye.

"So I don't suppose we'll be seeing you again? This is it?" Bilbo asked her

"Don't think of this as the Last Goodbye Bilbo." Peggy began "Just think of it as 'We'll see each other again. Someday.'" Peggy then went to hug him as they embraced for a moment before breaking away from each other. "I promise you that."

Over on the side Howard was standing by the portal as it was now open "Come on Peg. Time waits for no one."

Howard had all his inventions ready to go while looking after Peggy, Jarvis and Sousa's share of the treasure which they tried to decline taking but Balin insisted they take it. The Commandos were ready to bring their fallen comrade's bodies home for proper burial and to their families.

Peggy and Jarvis gave one final look back as they followed Howard, Dugan and the other two Commandos away through the portal which then closed behind them. Their journey was now complete. They were going home.

* * *

Arriving through the portal Howard looked at those who were waiting for them those being Wilkes, Samberly and Rose.

"They're back!" Samberly shouted in surprise

"What did I tell ya? I told you I would bring them home safe and sound." Howard said as Peggy gave him a look Howard knowing full well they weren't exactly coming back the same people as they were before leaving "Well mostly."

"Where's Chief Sousa?" Rose asked as she noticed him missing.

Those who came from Middle Earth looked at each other in sadness as Peggy gave the answer "He died. As did some of the Commandos."

"We're bringing them back home to their families. It's only fair they are given the sendoff they deserve. Not many do." Dugan said as he went to give Peggy a hug of goodbye "See you later Miss Union Jack."

"Keep on calling me that and you'll find that moustache of your's gone in the morning one of these days." Peggy sarcastically threatened as Dugan and his remaining men left with bodies of their fallen comrades.

Peggy then walked over to Wilkes as he gave her a look of sympathy "I'm sorry about Daniel."

Peggy gave him a look of acknowledgement as she then saw Rose and Howard opening through the chest of treasure.

"Oh my god Peggy. There looks to be hundreds upon hundreds of gold in here" Rose said in shock "Did you marry a rich guy who wasn't Mr. Stark or something?"

"Not exactly. It's a long story Rose." Peggy answered

"Well if it involves you and my husband Miss Carter I'm sure it'll be quite the tale since he's been gone for so long." Ana answered as she appeared in the doorway.

"Ana!" Jarvis shouted in happiness as he ran toward her and lifted her into the air spinning her as he then placed her back down

"You've grown stronger. Have you been working out?" Ana asked

"I've been on the move quite a bit darling. It's a long story as Miss Carter said" Jarvis answered

"Well I guess this is one for the books. Now if you'll excuse me I'm heading home for a bath." Peggy said as suddenly another voice came from the doorway.

"Well don't rest too long Carter. You've already been away long enough." Jack Thompson said as he appeared now alive and out of his coma though his chest was still covered in a bandage

"Jack?" Peggy asked in surprise "You're not dead."

"We're you expecting me to be?" Jack asked

Peggy didn't reply as he turned and walked out the door. Howard then walked up to her as she shook his hand

"Well I must admit Howard I didn't think I'd be thanking you for your screw up but it did bring me somewhere I'll never forget. And taught me things I'll never forget" Peggy said as she let go of his hand.

"Happy to help" Howard answered as he walked away but suddenly turned back "Question. If you were to trying to form an acronym. Would you say Supreme Headquarters, International Espionage, Law-Enforcement Division or Strategic Homeland Intervention, Enforcement and Logistics Division?"

Peggy was taken aback slightly confused "Well I would say both sound like a bloody mouthful."

"Just asking for reference." Howard replied as he left the lab as Peggy followed behind Jarvis and Ana.

* * *

A short time later Peggy used some of her treasure and money which once she had converted it to regular money to travel back to New York for awhile. She told Thompson she would be staying slightly longer in L.A. to make sure things were normal as it were again before going back to New York full time. But she needed to catch up with an old friend first.

Sitting in a dining booth she was having coffee with her former roommate and friend Angie as she was laying out to her the journey she had been on recently. "So that's it then."

"Well I'll be darned English that's a story great enough for a book or even a movie! You should write it or sell it to Hollywood when you go back." Angie said enthusiastically "Totally willing to play Tauriel if you give me the call. I'll dye my hair red."

Peggy smiled at her enthusiasm "She would have liked you."

"So tell me what was it like knowing this Thorin Oakenshield guy? He was rich and a little bit of a dick but he came around didn't he? Was he cute? Did you sneak in a kiss from him?" Angie asking pressing for more questions

Peggy groaned a little in embarrassment hearing her friend's questions "Well he snogged me let's say. But we weren't anything like that" Peggy smiled as she thought back to him "He was my friend. One I was glad to know and one I'll always remember."

Angie shrugged as she took the pot away back to the counter "You want a waffle while I'm up?"

"Oh yes definitely." Peggy replied "Believe me I only breezed through the story. It can go on for longer if I go and explain every detail."

"Explain away English. I'm all ears. God know's it's been boring since you left" Angie replied.

Peggy looked out the window as she thought back to the world known as Middle Earth. Would she ever return there? Who knows. But she was confident she would. Someday. She promised Bilbo she would. And she aimed to keep that promise.

Meanwhile back in Hollywood Joseph Manfredi was making his annual visit to the asylum where the committed Whitney Frost resided. Walking over to her door he saw one of the doctors standing there.

"So has anything changed Doc? Manfredi asked

"Well she's mostly the same I'm afraid" The Doctor named Stephen answered "Although she's suddenly now repeating a strange name."

"What's she saying?" Manfredi asked

On the inside of her cell Whitney now being more scarred due to her using whatever she could to open her face up in an attempt to bring the Zero Matter back could only now utter one name that she was suddenly hearing from a world beyond the one she knew "Sauron... Is rising"

* * *

 **Author's Note: So that's it. Agent of Middle Earth (Still not a fan of that title) has finally ended. It's been a long year's worth of work but I'm glad to finally see it end. Your reviews and feedback as I've said before have meant a lot to me going forward and even with this story's end I shall continue to look to them when writing in the future.**

 **So to talk about some things in this chapter I felt Bard briefly appearing to say goodbye was a way to wrap up Jarvis's arc. It's an arc I was glad to have written and hope I did well along with the rest of the arcs in the story. My main thing I hope I did well was character and story. If I can do that then I feel succeeded in that regard.**

 **As for some of the things at the end like I said since things are slightly changed I decided to finally answer the fate of Jack by having him live. Could he go to Middle Earth in the future? Who knows.**

 **As for the future and other stories I do have plans to continue forward. Because they are so tied together I've decided trying to cross over Agent Carter with another series without referencing this one would be hard to do so I scrapped my plans for an Agent Carter and Indiana Jones crossover for that reason and I felt that I wasn't too big into the Indiana Jones series to justify me writing characters from that world even if I liked the first three films and could see that crossover being a thing but I'll allow someone else to take on that challenge.**

 **I may eventually do a crossover between Agent Carter and something else and maybe make it an alternate universe that has nothing to do with the events of these stories. For now they'll have their own separate continuity that I'll be following for awhile and I'll eventually do a crossover with something else maybe when the sequel is done which won't be for awhile yet.**

 **The reasons as for why this story was made were simple. I wanted to have fun and actually finish a long running story for once. I'm a fan of both the MCU and Middle Earth franchises and wanted to cross over their worlds but felt my fellow writer Dr. Matthattan made the best stories when it came to crossing over the Avengers and Middle Earth so I wanted to do something different.**

 **But also I found something interesting recently on Tumblr where someone was doing an analyse of the scene where Peggy talks to Steve about Bucky's choice "The dignity of a choice" which I brought back here in her conversation with Tauriel.**

 **The person said it was one of the most moving scenes in the entire MCU and I agree it could be up there most definitely. Here's what they said:**

 **(If anyone asks me what's the most moving scene in the entire MCU for me, this is it (The dignity of a choice). This is it, without question. Because it's so brief and matter-of-factly, that even myself didn't really comprehend it the first time around — the utter gravity and courage that Peggy would have to possess, in order to stand her ground and accept the consequences of her decision to help Steve in the first place.**

 **If Steve had indeed failed in his mission, she would have borne it alone. Howard was responsible too, but only Peggy would be taking the fall for it. Only Peggy would be incriminated and blamed for Steve's death and all the mess that came with it. She would have been court-martialed, dishonorably discharged, her good standing in the military destroyed forever. But still she risks everything, everything that she has because of her faith in Steve, that when she tells him that he's meant for more, those aren't just thin air and pretty words.**

 **And what's the most often quoted line of the Cap fandom? _The dignity of a choice_. These are the words that will echo long, long after everything is over. Steve grieves for Bucky, but it's Peggy who honors him. And in the aftermath of CATWS, nothing is more imperative than Bucky being allowed to find his own way again, to allow him to do right by himself as he chooses to. To just let him know that _you won't be alone_. And all that any one of them can really do is _our best, and sometimes the best we can do is to start over._**

 **There's a very Tolkienesque quality to Peggy's quiet heroism and knightliness, in all the ways she perceives the world and how it anchors and guides the people around her.**

 **It's the beating heart of this tale. Credit to Tumblr User Shardsofblu)**

 **I never thought about that comment about the Tolkienesque quality but now I definitely see it and it makes me having Peggy be the central character who crosses over for this story make more sense. Not to mention how I had her fit in well bonding with Bilbo especially because both are invisible and that's not because Bilbo has the Ring in that he get's lost amongst all of this chaos and fighting but remains who he is as does Peggy. Both of them know their value. Anyone else's opinion doesn't really matter.**

 **Two scenes that were never finished for the Extended Edition and only exist as behind the scenes B-roll footage are the scene of Gandalf confronting Thranduil about the gems and Gandalf's Full Eulogy during Thorin's funeral. While I had Gandalf watching the exchange between Thranduil and Legolas I decided to have it be in an earlier chapter and have Peggy be the one who talks about it to give their relationship some closure and show that they weren't so different that both tried to protect something which was the last of someone they love and eventually come to realise they don't need to anymore the gems for Thranduil and Steve's blood for Peggy that Howard gave her to keep safe and not knowing what it was at first.**

 **As for the Eulogy we only get the last bit of it in the Extended Edition but I felt the entire piece was important and shouldn't have been cut down so I restored it. I would have liked to have had Bilbo planting the acorn which was also cut but I wasn't sure where it came during the battle. Maybe one day we'll get a version that has everything in it. Who knows.**

 **So the question you're probably wondering is when will the sequel be seen and where will it take place? Well it won't be for awhile since I just finished this one and I have other stories I wish to work on. It more than likely will be the Lord of the Rings crossover but if you would like to see maybe an original story following shortly after the Hobbit before going to Lord of the Rings I can do that as well. Nothing is set in stone yet despite that stinger with Frost. All Marvel stories have a post credits scene so to speak and whether some of them could be more important then the obvious ones you don't know. For now it's just a stinger that could evolve in the future into a bigger story point in a sequel.**

 **Also another note about that ending as a piece of trivia given how I gave Stan Lee a cameo and the film gave cameos to Stephen Colbert and some others I couldn't leave another Stephen out of this story. That being me so yeah I'm the doctor at the end.**

 **Anyway I think that's it for now but knowing me I've forgotten stuff. I'll probably revisit this story in the future to correct some mistakes and maybe add anything I felt I could add that I didn't think to do earlier mostly from the first two Extended Editions which I wasn't following at first but that's only a maybe if I can figure out something to do with them. Again thank you all for reading this story. This is your friend Steve993 signing off and saying...**

 **"I'm Mary Poppins y'all!"-Yondu Udonta**

 **Seriously though I'll see you in the next adventure.**

 **-Steve993**


End file.
